In Brightest Day
by DarknessRising24
Summary: Being co-written with VampDash & Michael Ravencroft. A lone Black Lantern Ring fly's towards the outer reaches of space and eventually lands on the Moon of Equestria, invoking the release of the Nightmare Moon herself! As the Blackest Night spreads across Equestria...who will stop it? Which sides will be taken?
1. When All Light Dies

In a village near the foot of Mt. Canterlot, there was a town called Ponyville. The normally quaint town was now in a state of panic and despair. As the full moon shined over the town, every stallion, mare, and foal ran for their lives as several creatures swarmed down from the skies.

A scream echoed across the small town as a young lavender Unicorn galloped towards the village outskirts, a purple baby Dragon with green spikes clutching to her back for dear life as tears streamed from his eyes.

_'How could everything have gone so wrong?!_' The young mare thought to herself before darting behind one of the overturned carts. She looked around before taking a chance and darted towards another cart only to be intercepted by what could only be described as a decaying earth pony wearing a strange uniform. It was about to grab her when the Unicorn's horn glowed and released a magic bolt that knocked the pony back. Using this opportunity, she galloped towards the carriage and barely made it as a pure black bolt almost hit her.

"Twilight, what are these things?!" The young dragon asked her with fear etched into his voice.

"I-I don't know! They look like ponies but that's impossible!" The Unicorn shouted as she continued to run, all the while trying to figure out how everything went to Tartarus so quickly. Thinking back to the moment it all started...

* * *

_Flashback: Twilight Sparkle's POV_

_Inside town hall, everypony had gathered to witness the Princess raise the sun, as was the tradition of the Summer Sun celebration. Many Royal Guards patrolled the area. The Wonderbolts soared through the skies above, pulling off some aerial stunts to warm the crowd up (with a certain rainbow-maned Pegasus cheering the loudest)._

_Everything seemed to be so perfect...and Twilight knew it wouldn't last, the feeling of dread filled her mind as she looked around._

_'Any second now, the Mare in the Moon will show herself and attempt to bring all of Equestria into an eternal night...'__ The lavender unicorn thought to herself, her legs shivering and she looked at every shadow in the room, half-expecting her to jump out of one of them._

_"Twilight? TWILIGHT!" Spike yelled, snapping her out of her thoughts. "Will you please calm down? You're shaking all over!"_

_Twilight took a deep breath, remembering the calming method her old foalsitter, Cadence, taught her. "I'm sorry Spike, it's just...I'm a little nervous."_

_"Don't tell me you're still worried about that old ponytale? That's just a myth, a story made up for Nightmare Night!" The young drake reassured his sister-figure before climbing on top of her head, hoping to get a better view. "Now let's relax and watch the sunrise!"_

_"Yeah, I suppose you're right..." She said, but deep down inside she knew something was wrong..._

_"Fillies and gentlecolts!" A voice called out as a female Earth Pony stepped into the spotlight. "As the mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" She happily announced as the ponies started cheering._

_Twilight held her breath as a pink pony bounced up next to her. "Isn't this exciting? Are you excited, 'cause I'm excited, I've never been so excited-well, except for the time that I saw you walking into town and I went-" The pink pony stopped and let out a deep gasp, whether it was to imitate the one she made upon first meeting her or to simply take a breath was lost to her."-but I mean really, who can top that?!"_

_Twilight simply tuned her out and focused on the Mayor as she continued. "In just a few moments, our town will witness the magic of the sunrise, and celebrate this, the longest day of the year!" She said as she made quick gesture to the white Unicorn on the other side of the room, who nodded in response._

_"And now, it is my great honor to introduce to you the ruler of our land, the very pony who gives us the sun and the moon each and every day, the good, the wise, the bringer of harmony to all of Equestria...Princess Celestia!"_

_The white Unicorn pulled down the rope as the audience waited with baited breath, anxious to see the Princess of their land...only to gasp in surprise upon seeing an empty spot where she was supposed to be._

_"Huh?"_

_"What's going on? Where is she?!"_

_"She's gone!"_

_"Ooh, ooh, I love guessing games! Is she hiding?"_

_"Oh no...this can't be good..." Twilight muttered as her ears flattened against her head. She could hear several ponies chattering nervously around her as the Mayor tried to calm everyone down. She noticed several of the Royal Guards and Wonderbolts were on the edge as well._

_Just then a dark and foreboding chuckle echoed throughout the room, starting low before becoming a deep, demonic, laugh. Immediately several wisps of dark smoke began to swirl around the empty spot where the Princess should have stood, they swirled around in a cyclone before taking shape of a pony. As the shape became more solid, everypony was treated to the site of the most horrific creature they could ever imagine..._

* * *

"Twilight! It's coming!" She heard her faithful assistant scream, she snapped out of her thoughts and looked back to see the corpse pony flying towards her at break-neck speed! _'How in Equestria…?'_ She thought before dodging to the left, narrowly avoiding another black bolt of energy. _'...there's no time to dwell on it now! We have to get out of this town before it's too late!'_ She thought before turning around and charging right towards the creature!

"TWILIGHT ARE YOU INSANE?!" She heard her young assistant scream as she charged, but paid him no mind, charging towards the demonic pony as it gained speed and encased itself in a black aura. Then, about a second before they collided Twilight teleported behind the her enemy and then grabbed it telekinetically and slammed it into the ground.

"Whoa...nice one Twi-THERE'S ANOTHER ONE!" The young dragon shouted in mid-compliment. Prompting her to look up just in time to see another demonic earth pony firing a blast of black magic at her from above. She quickly conjured up a shield and deflected the blast, sending it flying towards the house behind it. The blast apparently did more damage than she expected, as not a second later the entire house began to crumble and fall...right towards them!

Wasting no time, Twilight teleported to one of the rooftops close to the flying earth pony and struck it with a beam of magic, sending it spiraling to the ground and landing right next to it's comrade right as the house collapsed on top of them both.

"Humph, that's what happens when you mess with the student of a Princess!" Twilight boasted as she teleported to the ground and started running again.

"Twilight, where are we gonna go?" The young drake asked, shivering as he heard another scream of terror. No doubt another victim of those...things. "The Royal Guards that brought us here are either fighting or dead, we don't know what happened to Celestia, and..." whatever he was about to say got cut off by another scream, this one however, was that of a filly.

"Sis?! Sis where are you?! Please sis, somepony, anypony, HELP ME! I DON'T WANNA DIE!" The voice cried out in desperation.

Twilight gritted her teeth, as much as she wanted to run, to take Spike and get as far away from this town as possible, she couldn't just leave the poor child to fend for herself. She quickly ran in direction of the voice...

* * *

In another part of the town, a cyan rainbow-maned Pegasus flew across the skies, slamming into every demonic pony in her path with all the strength she could muster.

"C'mon! There's more where that came from!" She shouted. She didn't have to wait long, as another black blot of energy shot past her from behind, narrowly missing her wing. She turned to see another demonic pony aiming a weird ring at her, it seemed to be emitting some sort of weird dark energy...

"I can't believe the Royal Guard is losing to you bozos! Your aim is terrible!" She taunted before darting towards the demonic pony, dodging every beam it fired at her, when she got close enough she started spinning into a mini tornado and slammed right into it's stomach, sending it spiraling into one of the houses below. "Aw yeah! Rainbow Dash battles with style!"

"Hey, if you're not too busy giving yourself a pat on the back could you maybe HELP ME OUT HERE?!" A voice called out from below. The rainbow-maned Pegasus looked down to see a female Griffin fighting several of the demons down below, slicing through them with her sharp talons.

"I'm coming!" She shouted and immediately dived down to help her. Rainbow Dash continued to speed towards the demon pony below, before she impacted, Rainbow flipped around and pointed her left hind leg out, delivering a high speed flying kick. The kick slammed the creatures head, force from the kick carried the dead monster all the way into the ground, plowing the dirt and leaving a trail behind Rainbow Dash. Before Rainbow could react another one tried to bum-rush her from behind, but before the dead one had a chance, her friend sliced the head off undead pony and quickly moved on to the next. However as she fought, Rainbow couldn't help but have a nagging feeling in the back of her head. _'Where did all these things come from?!'_

* * *

_Flashback: Rainbow Dash's POV_

_Rainbow Dash was shocked beyond belief, standing where the princess was supposed to be was instead the most horrifying creature she had ever seen._

_She was an Alicorn, that much was sure. However, she looked like a complete distortion of one. The armor adorning her body was black as the night itself, each one had an odd marking, an upside down triangle with five horizontal bars coming from the top. The mare underneath it all looked like a corpse that just crawled out her grave. Her wings looked like they belonged to a giant crow. Her fur was as black as her armor and looked like it could rot away at any moment, the outlines of her ribs could easily be seen on her withered skin. And her face was the stuff of nightmares, there were large gaps between her cheeks, making it look like she tore open her own mouth, her fanged teeth glistened with drool. Her mane and tail were flowing like some sort of dark nebula. Her eyes were completely black save for the glowing white dots were her pupils should be. Last but not least, she wore what looked like a black ring on her horn._

_Needless to say, Rainbow Dash was terrified of the demonic Alicorn, to the point where she found herself unable to move. Right next to her was Gilda, an old friend of hers from the Junior Speedsters. She had actually invited her over to hang out for old times sake, they spent most the day pulling some pranks around town after she'd cleared the skies for that snarky Unicorn._

_"Yikes! I think all those years are finally catching up to the Princess, look at all those wrinkl-MMPH!" The Griffon was cut off by Dash shoving her hoof into her beak._

_"Shut up Gilda!" Dash muttered, she did not want to attract this...thing's attention!_

_Somewhere in the crowd, she heard a voice scream. "Oh no...Nightmare Moon!" She blinked in surprise, had she heard that right? Nightmare Moon? That old ponytale from Nightmare Night? __'No, that can't be right...'__ She thought to herself._

_**"Oh, my beloved subjects..."**__ The creature spoke in a distorted, raspy voice that made everypony shiver in fear. __**"It's been so long since I've seen your precious little sun-loving faces!"**__ She snarled, spitting out the word "sun-loving" like it was poison._

_'That's right, the sun, the Princess!'__ The rainbow-maned Pegasus thought before mustering up enough courage to fly above the crowd. "What did you do with our Princess?!" She called out in defiance._

_"Yeah, ya Black Snooty Queen Meanie!" Another voice called out from behind her, giving her a small boost of confidence._

_But the confidence died when the demonic Alicorn glared in her direction, Rainbow Dash found herself petrified under her gaze as she was enveloped in her magic aura. __**"Why, am I not royal enough for you?! Do you not know who I am?! Does my crown no longer count now that I have been imprisoned for a thousand years?!"**__ She snapped in anger before releasing a burst of magic that sent her flying towards the wall as ponies gasped in shock, however she felt two familiar talons wrap around her body._

_"I gotcha Dash!" Gilda said as she caught her and gently placed her on the ground._

_Meanwhile, the demonic Alicorn continued her speech, even as the Royal Guards and the Wonderbolts surrounded her. __**"Well then, let me refresh the memories of those who do not recall the legend: On the longest day of the thousandth year, the stars will aid in her escape, and she will bring about everlasting night!"**_

_Dash's eyes widened upon hearing this. __'No, this can't be right...'__ She thought in disbelief as other ponies backed away in fright, none of them noticing several hooded figures entering the room..._

_**"That's right, I am the Mare in the Moon – Nightmare Moon! Remember this day, little ponies, for it will be your last. From this moment forth, you shall all serve under my rule! And the night. Will last. FOREVER!"**__ She bellowed as thunderclouds began to swirl around her form and she laughed maniacally._

_The laughter however, was cut off when five Royal Guards along three of the Wonderbolts charged her. "We'll __**die**__ before we ever serve under you!" The lead Wonderbolt shouted._

_**"My sentiments exactly!"**__ Nightmare Moon said with an unnaturally wide smile. With a flick of her horn she enveloped them all in her magic aura. Suddenly, the hooded figures that had entered the room raised their hooves, each of which had the same ring that Nightmare Moon wore. They glowed with an ominous dark aura before several beams shot out if them, creating a dark dome that trapped every pony inside with them._

_Then as more ponies panicked and screamed, Nightmare Moon proceeded to the most horrifying thing imaginable as the ring around her horn glowed brighter..._

* * *

"DASH! BEHIND YOU!" Gilda called out as she sliced through another one.

Snapping out of her thoughts, Dash quickly spun around and slammed her hoof into the face of another demonic pony, sending it flying into the roof of a nearby building. "Alright, who's next!?" The Pegasus taunted, only to be tackled by several demonic ponies. They all struggled but their efforts were in vain as Rainbow broke free and took a stance. "Care for round two?!" She taunted, only for her jaw to drop as the ponies broken jaw began to heal itself! In fact, almost every pony she beat up until this point had easily healed their wounds!

Rainbow Dash hated to admit it, but she was fighting a losing battle. _'Oh great, every wound me and Gilda land on them simply heals or grows back quicker than we made it!'_ She thought to herself. The creatures seemed to know this as they took their sweet time with making their way towards the two.

Rainbow Dash quickly turned to her friend. "GILDA I DON'T THINK WE CAN KILL THEM! I NEED YOU TO-AAAARRRRGGGHHHH!" Rainbow Dash was interrupted by one of the creatures which blasted a bolt of dark magic straight through her wing and hit her face.

"DASH!" Gilda yelled as she sliced a creature in half and flew over to Rainbow.

"RRAAGH! SWEET CELESTIA THAT BURNS!" Dash screamed in agony as she clutched her face in pain, it felt like her entire face was on fire while acid was burning it away!

Gilda held her best friend close and looked around, the demonic ponies were slowly closing in on them, like a pack of Timberwolves advancing on their prey...

_'Dammit what do I do now?'_

* * *

Near the town borders, a pink-maned yellow Pegasus named Fluttershy flew as fast as her wings would carry her. Beside her was an orange Earth Pony wearing a cowboy hat named Applejack, who was carrying two Fillies on her back. One was her little sister Applebloom, a yellow pony with a red mane and pink bow, and the other was her cousin Babs Seed, a dark-orange mare with a red mane. She had been visiting her cousin during the Apple Family Reunion, but was allowed by her parents to stay a little longer for the Summer Sun Celebration.

Right now however, she found herself wishing she had gone back to Manehatten. "Cuz, what in the hay are these things?!" Babs asked in fright as they dived into a nearby building.

"Ah don't know!" She said as they got off her sister's back, allowing her to catch her breath. "They look like ponies but-" Before Applebloom could finish another demonic pony appeared crashed through the window and snarled at them. Fluttershy and the two fillies screamed in terror before Applejack gave the creature a hard buck to its head, causing it twist and crack at an unnatural angle. Using it's hooves the pony grabbed it's head and began to reposition it, only to see Applejack give it another hard buck to it's stomach, sending it flying out the window and into another house.

Applejack smirked before turning back to her friend, sister, and cousin. "Whew, that was close! Let's hurry before that thing get's back!" She said before picking up her sister while Fluttershy was nice enough to pick up Babs for her. Applejack snuck outside and slowly peered her head around the corner, while she saw several creatures flying about in the air, very few of them seemed to have been patrolling the ground. "Okay, let's go! Everypony stay close now." She said before they all ran through the now desecrated streets.

As they ran, Applejack caught a glimpse of one of the demonic ponies now attacking one of the Royal Guards in the sky. The fact that saddened her however, was the fact that the demonic pony used to be a Wonderbolt.

* * *

_Flashback: Applejack's POV_

_Applejack could only watch with fear-stricken eyes as the demonic Alicorn before her did the most horrific thing imaginable to the team of ponies._

_Dark magic swirled around their bodies as black lightning bolt struck them relentlessly, causing them unimaginable pain. Their agonized screams echoed throughout the hall as their bodies were warped and transformed. The remaining Royal Guards and Wonderbolts tried in vain to save the comrades, but were blocked by a shield that the Alicorn cast._

_Then, a horrible tearing and squelching sound replaced the screams for a second as every pony when silent. Hovering in the air were eight corpses of the Royal Guards and the Wonderbolts, each with their heart floating in front of the large hole in their chests. She could have sworn she heard Rainbow Dash let out weak and broken "no..."_

_But a demonic Alicorn wasn't done yet, no. As Nightmare Moon flew into the air, smoke and several dark clouds swirled around her, crackling with thunder, with maniacal grin she began to chant:_

_**"My Blackest Night spreads through the skies,**_

_**Let darkness grow as all light dies,**_

_**We'll crave your hearts and your demise,**_

_**By my dark will...The dead shall rise!"**_

_Suddenly the corpses started to jerk their bodies as if a jolt of lightning had struck them. The dark magic emitting from her ring seeped into the holes where their hearts used to be...the demonic Alicorn then proceeded to call out each of their names:_

_**"Fleetfoot...Surprise...Misty Fly...Iron Valour... Cloud Cutter...Silver Storm...Jetstrike...Swift Wing...**__**RISE!**__**"**_

_All eight corpses let out a burst of dark energy before dropping to the ground. But then, much to everypony's shock, __**they got up!**__ The Royal Guards now sported armor very similar to the one Nightmare Moon herself wore, while the Wonderbolts now wore darker versions of their original uniforms with the same logo on their chest and were their Cutie Marks would be._

_They then started attacking and/or tackling several ponies to the ground and seemingly ripped their hearts out as well._

_All of a sudden, a lavender bolt of magic shot towards the top of the dark shield, shattering it to pieces, followed by a mare shouting at the top of her lungs. "EVERYPONY RUN!"_

_Nopony needed to be told twice, the second the shield was down everypony ran for their lives._

* * *

"INCOMING!"

Applejack was snapped out of her thoughts when she heard Applejack scream. She looked up just in time to dart backwards and avoid the two ponies descending upon them.

The two demonic ponies landed before them, both were mares and wore identical outfits. The one on the left was nothing more than a skeleton of an Earth Pony, the one next to her had dark red coat with a jet black mane, her flesh hung off her body, revealing the black bones underneath, and she had glowing red eyes and long fangs.

"Look's like we're gonna to have to do this the hard way!" Applejack said as she stomped her hooves and took a defensive stance in front of her sister while Fluttershy held Babs tightly.

Much to their shock however, the skeleton pony spoke! _**"Hello little Applebloom, it's been a while hasn't it?"**_ She asked in a distorted but undeniably female voice. _**"I truly wish we could have met on better terms..."**_

Everypony present turned to look at Applebloom in shock, she _knew _these ponies?!

_**"I'm afraid we cannot save you this time..."**_ The demonic red pony next to her said as they slowly advanced on the group.

Applebloom however, continued to stare at the two ponies in shock and horror. "It can't be...Ruby...Mitta!?"

* * *

As Twilight rounded the corner, she saw the source of the voice: a small white filly surrounded by five demonic ponies. As she was about to approach however, several boxes were sent flying towards the beasts.

"Get away from her you _ruffians_!" A white unicorn shouted angrily as she rounded the corner opposite of where Twilight was and picked up several more boxes in her magic grip. Twilight was surprised at how well the mare was holding the boxes as they seemed to have put a little bit of strain on her body. She tossed several more hitting the creatures that were once ponies, Twilight then added a little assistance of her own and shoot a bolt of magic at them, knocking them into the wall behind the young Unicorn and causing it to collapse on top of them.

The white unicorn then ran up to the filly and hugged her tightly. "Are you okay Sweetie? They didn't hurt you did they?"

"N-no. Thank y-you Rarity." The white filly said as she hugged her big sister closely.

Twilight smiled as she galloped towards the Unicorn sisters. "Are you two okay?" She asked as Spike got off her back with a star-stricken look in his eyes.

"Don't worry my lady, Spike the number 1 assistant is here to hel-WOAH!" Spike was quickly snatched off the ground by Twilight's magic right before another bolt of dark magic hit him. The four turned to see the demonic ponies slowly rising out of the rubble with less than happy looks on their faces.

"We gotta get out of here, NOW!" Twilight shouted before enveloping them all in her aura. Just as the demonic ponies fired another blast, they vanished on the spot.

The demonic ponies growled in anger before taking off into the sky...

As the chaos continued, however, no one noticed a small streak of yellow light fly through the sky before hitting the moon...

* * *

"Applebloom! How in the hay do yah know these creatures?!" Applejack asked as the group backed away, trying to put some distance between themselves and the creatures claiming to know her little sister.

Applebloom shuddered in fear, as if recalling some horrific memory. She looked back at the two demonic ponies. "Ruby...Mitta, why are ya'll doin' this?! Ya'll were the only decent ponies in Sunny Town! Ya'll helped me escape from that nightmare! Why would ya serve somepony like Nightmare Moon?!" She asked from behind her sister, tears threatening to erupt from her eyes.

_**"We don't have much say in the matter. Our queen resurrected us. She commands us to her will. I'm truly sorry but we must obey her."**_ The demonic pony called Ruby said in a truly somber tone. Mitta on the other hoof was smacking her lips with a long tongue and was grinning like a madmare.

Fluttershy was shivering like a Rattlesnake tail, but held fast as she didn't want to give the two creatures satisfaction in knowing they were getting to her. Babs however pushed her way out of the timid Pegasus' embrace. "Wadaya mean ya don't have a say?! If she's ya friend, ya should tell the tell old Queenie to shove it!" She shouted in anger.

_**"I admire your bravery little one..."**_ Mitta said with an unnervingly wide smile. _**"...and pity your stupidity!"**_ Shouted with sadistic glee before charging at the group with her ring glowing...

* * *

Inside Golden Oaks Library there was a bright flash of light as three Unicorns and a dragon teleported into the room. "That was close! Too close!"

"I'll say!"

Twilight blinked at the familiar voice and turned around to see a certain hyperactive pink pony. "GAH! What are you doing here?!"

Pink pony smiled wider, if that was even possible. "Well, when Black Snooty showed up-" Sweetie Belle and Spike snickered. "-I was trying to find somepony to explain to me what was going on so I found one of those meanies and tried talking to it and then it tried to give me a BIG hug but I wasn't in the mood for hugs and I tried to tell him that but then the rest of his buddies show up to give me more hugs so I left and here I am!" The pony said in seemingly one breath.

Twilight stared at pink pony for a full minute, was she really this oblivious to what was happening?

"Darling, we need to talk..." Rarity said before turning to face Twilight. "But that can wait till later. Twilight, you have my eternal gratitude for saving me and my sister. I don't suppose you know a way out of our current predicament?"

"And how did you know about that evil Queen pony?" The younger Unicorn asked. Everypony looked at her. " Right before she was about to introduce herself, you called her Nightmare Moon."

Twilight sighed. "I read about the prediction of Nightmare Moon in one of my books. She tried to bring forth the everlasting night a thousand years ago, but she was stopped by some mysterious objects called the Elements of Harmony. Apparently they are the only things that can stop her, but I don't know what they are or where to even find them!"

"Oh! Here you go!" Pinkie said before shoving a book into her face, it was labeled: "The Elements of Harmony: A Reference Guide."

"But…how did you-"

"It was in the reference section!" Pinkie said like it was so obvious but Twilight's eyes started twitching.

"But that still-rgh! Never mind!" She grumbled before opening the book. "OK, it says here that there are six Elements of Harmony, but only five are known-" But before she could continue the lights were turned off.

"SPIKE! What are you-mmph!" Twilight tried to complain, but ended up having a claw shoved in her mouth.

"We don't have time for that book, look outside!" The young dragon shouted while pointing out the window. Everypony could see several shadows rapidly approaching the library.

"Ooo, these guys are good!" Pinkie exclaimed. "Nopony's ever found me that fast before!"

"Um, Twilight darling, the little drake has a point." The fashionista said as she held her little sister close. "We need to figure out what to do and how were going to get out of here!"

"Oh that's easy!" The pony said as she quickly dragged the group downstairs into the basement and opened a small hidden door in the corner.

"What...but-"

"Duh! How do you think I get around so quickly? I just appear out of thin air? Oatmeal are you crazy?" She giggled before bouncing down the stairs.

Spike stared for a moment before turning to Rarity. "So which insane asylum did she escape from?"

"SPIKE!" Twilight snapped.

"Oh like you weren't thinking the same thing!" The young drake retorted as he ran down the stairs with the three unicorns following, Twilight having packed the book away in her saddlebag for future reference, the moment she got in she slammed the door shut before casting an illusion on the door to make sure it was invisible.

Not a moment after they left however, the door was blasted off it's hinges and three demon ponies barged in and began demolishing the place, ripping books off shelves and blasting holes in the walls.

* * *

Rainbow Dash and Gilda were currently hiding out in the town's old clock tower, Gilda had taken some of the creatures down on the way there but she knew it would only be a matter of time before they got back up.

"G..thanks." Dash muttered, hissing in pain at the stinging sensation on her face. After the burning sensation from earlier faded away, Rainbow had removed her hooves from her face, revealing third-degree burns all over her left side and the left upper lip was burned off a bit. Along with the face wound her wing also had a broken bone that would need a week before it was better.

"No problem Dash. Those freaks really don't know when to quit huh?" Gilda said through short breaths.

"Yeah… " She said in a somber tone. "Listen Gilda, I need you to do something for me. Can I count on you?" She asked to which Gilda nodded. "I...I need you to go to Cloudsdale, without me-"

"WHAT?!" The Griffon snapped. "DID THAT BLAST TO THE FACE GIVE YOU BRAIN DAMAGE?! I'M NOT LEAVING YOU WITH THESE…THINGS! WE SHO-"

"LISTEN TO ME!" The Pegasus snapped, cutting her friend off. "I need you to go to Cloudsdale and warn them about these monsters. They don't know what's coming and I'm in no condition to fly right now. Please. I need you." Rainbow said as she grimaced in pain again.

Gilda sighed, every fiber of her being wanted to refuse and fight alongside Dash to the bitter end. But in the end she found she couldn't just say no. With a reluctant and defeated sigh, she embraced her long-time friend in a final hug and took off in the direction of Cloudsdale. "Good bye...and good luck..." She muttered as tears began to leak from her eyes...

Back in the clock tower, Rainbow made her way towards the big bell near the top, if her friend was going to fly to Cloudsdale, she would need a distraction for those zombie ponies. Using a technique she learned from Applejack, she bucked the bell as hard as she could. The loud rigging echoed throughout the field as she made her way down the stairs.

"Hard to believe this will be my final stand, I always imagined it would be on some super important mission for the Wonderbolts..." She chuckled to herself as she exited the Clocktower, already she could see the shadows of several demonic ponies heading her way.

"Looks like we'll never find out who's the strongest pony Applejack..." She muttered as the shadows got closer.

"I'm gonna miss your parties Pinkie." She smirked as the ponies landed, surrounding her from all angles.

"And Fluttershy...please be safe..." She said as she shed a lone tear before letting loose an animalistic growl. "Listen up you freaks! I'm Rainbow Dash, the best flyer to come out of Cloudsdale! And I swear on my dying breath that every last one of you monsters will PAY!" She roared as she rushed towards the army if monsters, fully intent on taking as many down with her as she could.

But then, time seemed to stand still as what appeared to be a Red Meteor descended from the sky and crashed into the ground, obliterating a large chunk of the creatures and sending the rainbow-maned Pegasus flying back.

"Ugh...what the...?" She moaned as she got up, but when she looked at where the meteor had landed she saw a red light floating towards her and heard two simple words:

_'You belong to us.'_

* * *

Applejack, Fluttershy, Applebloom, and Babs dashed through the forest as fast as they could, trying to escape the two ponies from before but soon learned that they were lost in the forest with nopony around to help them.

"N-now this i-isn't too bad. I-I know some of the animals here and t-they can help us." Fluttershy stammered in an attempt to cheer up everypony but Applejack was the only one who smiled.

"Nice try sugarcube. Ah do appreciate you tryin' tah cheer us up but right now Ah don't think that might be a good idea." She said as the group stopped to rest a little.

"Alright everypony listen up, we'll head back to Sweet Apple Acres from to warn Big Mac and Granny..." Applejack began, but was cut off when a pony-shaped shadow loomed over them.

_**"Oh look, fresh meat!"**_ A familiar voice from above called out from above, everypony looked up to see Mitta diving towards them with an insane look on her face.

...only for a lasso to snag around her neck and yank her away.

"EENOPE!" The male voice called out, everybody turned to see a large stallion pinning the demon pony to the ground. He had a red coat, an orange mane, a green apple for a cutie mark, and a brown yokel around his neck.

"Big Mac!" Applebloom called out before dashing towards her brother.

"Rgth! Get off me!" Mitta screamed in rage as struggled against his grip, however he managed to keep a firm hold on her.

"A-Ah was so worried about ya'll. I-is Granny-" Applebloom tried to get out but for some reason the words couldn't escape her mouth.

"Nice hold there sonny!" A familiar voice called out, the group turned to see an elderly mare trot out from the bushes. She had a green coat, white mane, and an apple pie for a cutie mark.

"Granny Smith!" Applebloom and Babs cried in joy as they ran towards the and gave her a big hug.

"Careful there youngins! Ya might break my old bones!" She joked.

Fluttershy trotted towards the elderly mare. "Oh I'm so happily you're ok. Did Ruby give any trouble?"

Big Mac and Granny Smith looked each other for a moment. "Who?"

Applejack blinked before staring at her brother. "The skeleton pony that was chasing us? Ya fought her before ya came to save us...right?" She asked, nervousness evident in her voice.

"Eenope." Big Mac said while Mitta started laughing under him.

Applebloom's pupils shrunk as her eyes widened, Ruby was still out there! "Everypony, we gotta run, NOW!"

_**"Too late!"**_ Mitta cackled with glee before releasing a burst of energy that sent Big Mac flying into a tree, knocking the wind out of him.

"Brother!" Applejack called out as she ran to help him up while Fluttershy just stood where she was whimpering all the while, her eyes darting back and forth as fearing the skeletal pony would come after her.

A second later Granny felt a hoof wrap around her waist and turn her around. She stared into the black eye sockets of a different zombie pony who seemed to be… frowning?

_**"I-I'm so sorry for this..."**_ Before the elderly mare could even respond, the skeletal pony slammed her ring hoof through her chest. Applebloom and Babs screamed in horror as Ruby ripped her heart out, leaving a stream of blood to pour out of the gaping wound. Fluttershy was too horrified to even utter a word as the elderly mare's body fell the ground, cold and lifeless.

Applejack and Big Mac however, were ENRAGED!

"GRANNY!" The siblings screamed as they ran towards Ruby in a blind rage, only to be caught in a dark bubble.

_**"Oh no you don't! Ruby needs to finish your granny's 'initiation'!"**_ Mitta cackled as the dark magic from Ruby's ring began to glow, the dark magic seeped into the hole where the elder pony's heart used to be...

_**"Granny Smith of Ponyville...RISE!"**_

The Apples could only watch in horror as Granny Smith slowly crackled with energy as her skin flaked off and revealed a new gray skin with an outfit and ring like what Ruby and Mitta wore. However unlike the other two her face was indifferent as her pale white eyes looked over her new form.

_**"Welcome to the Black Lantern Corps, Granny Smith!"**_ Mitta giggled as she landed next to Ruby. **"Now for your first task as our newest member..."** She raised the bubble prison that held Applejack and Big Mac. _**"You are to turn your own grandchildren!"**_

"NO!" Applebloom and Babs screamed as they ran towards their corrupted grandmother in desperation, only for Ruby to fire a blast at the ground in front of them, stopping them in their tracks.

"Do not interfere, or the next one won't miss." She warned them as Granny Smith approached her two imprisoned grandchildren.

"GRANNY! Please snap out of it! Don't become like them!" Big Mac called out as he desperately slammed his hooves against his prison to no avail.

Buy Granny said nothing as she aimed her newly acquired ring at the two. Applejack felt as though her entire world had shattered, in one short day, the Princess had been usurped by a demonic Alicorn, her home town was overrun by those creatures, and now a member of her family, her own grandma, become one of them and was going to force them to do the same.

"Granny...please...no..." Applejack begged, tears flowing from her eyes.

With one final look at her grandchildren she took aim...and blasted Mitta right in the face, breaking her control and freeing the two! _**"Gah! You traitor!"**_ She screamed as her face slowly started to heal.

**_"Take kids and run!"_** Granny shouted in a distorted voice before she fell to the ground clutching her head in pain.

Ruby aimed her ring at her and struck her in the side. **_"Impressive, you somehow resisted our Queen's control. I respect it Granny Smith, but it won't last long."_**

Applejack and Big Mac ran over to Applebloom, Babs, and the still-cowering Fluttershy. "Granny please come with us, we can escape together!" Applebloom called out, hoping that whatever force allowed her grandma to free her siblings was still there.

**_"Ah'm sorry Applebloom...but I can't...I can already feel the Queens' will...s-seeping into mah mind, right now it's a ch-chore for me to even talk to you..."_** She said through pained breaths as she struggled to her hooves. **_"Please, run while you still can... before I lose control..."_** She said before turning to face the two ponies, with one sweep of her hoof, she conjured up a large dome around herself and the two demonic ponies.

Applejack tearfully nodded as she and the others, including Fluttershy, all ran through the forest as their pursuers relentlessly pounded at the dome wall in an attempt to get out.

"We gotta keep moving, more of them are coming!" Applejack shouted as she looked behind her to more zombie ponies flying above the trees. They continued to run until they found themselves in the last place they expected to be: Ghastly Gorge.

"Ya got to be bucking kidding me!" Applejack shouted before turning to see several zombie ponies landing in front of them.

While Applebloom, Babs, Fluttershy and even Big Mac, to a certain degree, were all shaking with fear, Applejack just glared at the monsters. "Ya'll best get ready to run, because once ah barrel through these creatures all Tartarus is going to break loose!" She said as she got into a charging position.

"What?! Nope, nope all of my nope! Ah just lost my grandma, ah ain't losing my sister!" Big Mac shouted while Applebloom and Babs clung to her back legs

"Please don't do it sis/cuz! We can't lose you too!" They both pleaded.

Fluttershy was looking at her with teary eyes. "Th-there has to be another way..."

"There ain't! These monsters have turned our Granny against us, destroyed our town and now they're gonna try to kill mah brother, sister, cousin and friend?! No, NO! Ah've had up to mah HAT with these monsters! Ah don't care if they have more numbers. All ah know is that ahm gonna to plow right through them and help y'all escape! No matter what, aham gonna to pull through!" She shouted with utmost confidence before charging towards the group of zombie ponies despite her friends protests.

But then suddenly, as the Earth Pony arched at her opponents. A green light shined through the night sky as a green meteor descended from above. The zombie ponies quickly backed away from it as though they were…afraid of it.

The meteor crashed between Applejack and the zombies, causing a green shock wave that knocked back both living ponies and zombie ponies alike. Before Applejack slipped into unconsciousness, however, she heard something speak to her...

_'You have been chosen.'_

* * *

"And we're out!" Pinkie exclaimed glee as she opened the doors leading out of a small basement cellar very close to an old abandoned farmhouse.

"I gotta admit Pinkie, this was a great plan!" Twilight said as she stepped out after her "Now that were out of town we can start making our way to Canterlot!"

"A-are you sure we'll be safe there Miss Twilight?" Sweetie Belle asked. " I mean, those things were really tough..."

"Now Sweetie, Canterlot is home to the elite forces of the Royal Guard I'm sure they can handle things." Rarity reassured her sister.

"You bet they will! Also my brother is the captain of the Guard so you'll be in safe hooves!"

"But what if those thing follow us?!" The young Unicorn asked as she looked around, half expecting one to jump out of the the shadows.

"Oh come on! Spike snorted. "We're a long ways from the town and those zombie ponies are too busy attacking it to notice us! What could possibly go wrong?"

"SPIKE! Don't ever, ever, EVER say that!" Pinkie screamed as she cupped Spike's face. "That's basically bad luck's ringtone!"

"Aw come on Pinkie it can't be that bad." Spike said...

...right before several zombie ponies stepped out of the shadows and started to circle them.

"You were saying?!" Twilight glared.

"I'm starting to think that fate hates me..." He muttered from behind her as the creatures started to close in.

"Alrighty then! Twi, you take the 500 on the left, and I'll take the 500 on the right!" Pinkie shouted confidently.

Twilight wanted to shout that she could handle 501 but somehow even she doubted it. Plus there weren't 1000 zombies anyways. But the way they kept healing themselves still made Twilight scared for her and her four friends.

Spike stepped in front of Rarity defensively. "You want her? You have to go through me!" He growled, snorting some flames to emphasize his point. The zombie ponies looked at each other and then suddenly started laughing as one as forward and smacked Spike to the side, slamming him into a nearby tree.

"SPIKE!" Twilight shouted as she ran over to his body to make sure he was okay, to have her path blocked by several more zombies. One of them slammed it's hoof into her stomach, knocking the wind out of her right before the others blasted her with their magic. The poor unicorn could only scream in agonizing pain that she was forced to the ground.

With as much strength as she could muster, she looked back and forth between her possibly hurt little brother and the three endangered ponies. Despite the pink one now sporting boxing gloves and looking ready to fight, it was clear that the three wouldn't last a full minute against them all.

As the weight of what she was feeling suddenly hit her she felt something very new to her. The feeling of _failure_.

She failed her mentor, she failed her brother by running from a fight instead of standing up for herself, she failed her family by not caring for others instead of her family, and she failed Equestria for not stopping Nightmare Moon. And now, all hope was lost...because of her.

_'It...it's all over...'_ He thought to herself as the zombies closed in on her with their rings glowing menacingly. _'...Princess, Mom, Dad, BBBFF, Spike, everyone, I'm so sorry...'_ Tears began to erupt from her eyes as she remembered their smiling faces, knowing that she would never- _'NO! I can't let them die here! I won't die here! Even if I die, I can at least help them escape! I won't let those thing's win!'_ With new found determination, she slowly stood up, she then felt a surge of power erupt from horn, a surge similar to the one she felt as a foal.

With the sudden burst of power she rose up, magic flaring wildly as it struck down several zombie ponies at once, including the one surrounding Spike and the others. "I am Twilight Sparkle! Personal student to Princess Celestia! And I. will not. FAIL!"

But then something unexpected happened, as the zombies started screaming as they backed away from her, through her blurry vision she could make out a glowing light in the sky, she could have sworn she saw something coming from the moon.

A loud crash brought her out of her thoughts as the glowing light crashed right in front of her, she saw a yellow light floating towards her and heard a familiar voice call out to her...

_'You have been chosen.'_

* * *

Throughout Ponyville, three pillars of light erupted from several different points near the town, one red, one green, and one yellow...


	2. Beware Our Power!

As Applejack regained consciousness, she found herself in front of what appeared to be a giant lantern, with some sort of green energy swirling around inside of it.

"What in the hay is going on?! Where am Ah?!" She called out, however she didn't receive an answer but instead started floating towards the giant lantern. "Oh heck no! Ah am not going in there!" She shouted in fear as she tried to push away from the object, however due to the fact that she was floating that was pretty much impossible. Upon entering the lantern completely, a voice called out to her.

_'Applejack of Equestria...'_

"Who's there? Who in hay are you?!" She shouted. However the voice continued on as if it hadn't heard her.

_'...You have the ability to overcome great fear. Welcome to the Green Lantern Corps.'_

Suddenly, the green energy inside the lantern started to swirl around her body, and then everything went black...

* * *

Flames, wherever Rainbow Dash looked there was nothing but hellish crimson flames, thus the Pegasus came to only one logical conclusion:

"Why the flying buck am I in Tartarus!?" She screamed in rage. "I give my life to save my best friend and this is my reward?! What a load of horsesh-WOAH!" Before she could continue to rant, she found herself yanked downwards by a red chain that had clamped onto her forelegs.

"Alright, I don't care where I am! I am not letting myself get shackled by the likes of you!" She screamed in defiance as she fought against the grip of the chain, only for five more to shoot out of the flames and clamp onto hind legs as well as her wings.

As they pulled her down into the raging inferno, Rainbow Dash noticed that the chains as well as the raging flames seemed to be emitting from an odd symbol on the ground below, which the chains were pulling her towards.

"What part of **NO** don't you understand?! Let me go!" She screamed as she thrashed and struggled against the chains, but to no avail.

As she was pulled to the ground, she heard a voice call out to her.

_'Rainbow Dash of Equestria...'_

"Who are you!?" She screamed, still struggling against the chains that bound her. "I've done nothing wrong with my life and I went down sacrificing myself! What do you want from me?!"

Suddenly, the crimson flames began to swirl around her body, she screamed in agonizing pain as the flame's scorched and burned every part of her body. As this painful process continued, the voice spoke again.

_'...you have great rage in your heart. You belong to the Red Lantern Corps.'_

Those were the last words she heard before she blacked out from the pain...

* * *

As Twilight Sparkle opened her eyes, she found herself floating through what appeared to be a yellow void of swirling clouds. She looked around, trying to figure out where she was, she remembered fighting those zombie ponies and then...that magic burst...and a yellow light...she had been chosen...for what?

_'Twilight Sparkle...'_ A familiar voice called out from the void. The lavender Unicorn looked around, trying to pinpoint the source of the voice. But it seemed like it was coming from all directions at once.

"W-Who are you? Where am I?" She called in fear.

Suddenly, a dark form became visible through the clouds, revealing a silhouetted Alicorn in front of an odd symbol she'd never seen before.

_'...You have the ability to instill great fear. Welcome to the Sinestro Corps.'_

The moment it spoke those words, a pair of bright yellow wings unfurled before the silhouetted image, taking the form of a bird, a crow maybe. The bird shot towards Twilight, striking her in the chest and causing the unicorn mare to black out…

* * *

Nightmare Moon stood atop Town Hall as she watched her undead minions terrorize the town. The bloodcurdling and agonized screams of its civilians were music to her ears.

She then drew her gaze a to the castle on the mountainside, Canterlot, where her sister had relocated the empire at sometime after her banishment.

It would be the next city to fall in her conquest of Equestria.

Suddenly, three pillars of light shot out from different points outside of Ponyville, one yellow, one green, and one red.

Her eyes widened before she let out a deep growl, as the ring on her horn glowed she quickly summoned several of her Black Lanterns.

_**Find the sources of those lights and destroy them immediately!**_ She commanded.

Without missing a beat, the Black Lanterns immediately took off towards the lights. When they were gone Nightmare Moon looked up at the moon that had once been her prison, the shining Mare in the Moon symbol was still visible on its surface. _**'I hope you have a good view from up there dear sister, for soon I shall destroy everything you hold dear in Equestria!'**_

However just then, as if to prove her wrong or to spite her, a white light shot through the sky, narrowly missing the moon before landing in the Everfree Forest. Her eyes widened in shock for a brief moment before she snarled and took off towards the forest. _**'I have come too far to be stopped now! For me to become the absolute ruler of this land, all light must DIE!'**_

* * *

As Spike crawled out of the bushes, he couldn't believe what he was seeing. The pony that had helped raise him since he was a hatchling was currently the center of a massive yellow tornado.

As the zombie ponies backed away to avoid getting swept up, several yellow snakes suddenly shot out from the tornado and began attacking them. The snakes coiled around their prey and constricted, squeezing the undead life out them. Many were using their fangs to tear their victims apart, ripping their heads off or tearing off their limbs. Some pierced through their victims and ripped them apart from the inside out. The others that hadn't been caught were fighting off the yellow snakes, but the sudden appearance of the yellow light caught them off guard and left them barely able to counterattack.

Rarity and Sweetie Belle took this opportunity to quickly flee from the zombies that had surrounded them and hid in the bushes right next to Spike.

"Wow, I never knew Twilight was so powerful!" Sweetie Belle exclaimed as she watched the battle go on.

"She isn't..." Spike said, getting a quizzical look from the two sisters. "I mean, don't get me wrong, she's a very talented Unicorn, but she's never pulled off stuff like this before! Not to mention the fact that her magic aura is lavender, not yellow." He explained before noticing that somepony was missing. "Wait, where's the pink one?"

Twilight was surprised and confused at the same time, one moment she was being thrashed by these creatures, then some weird light showed up and suddenly the situation was reversed! Not that she was complaining, any shift in her favor was welcome at this point. Now if she could just get this new magic under control…

"WEEEE!" Twilight's eyes widened as a pink blur flew towards her but then hovered right in front of her. "Hi Twilight! This is so much fun!" Pinkie said as she went back into the tornado. A zombie pony flew by her but it was soon crushed by the force of the snake that grabbed it as were its allies.

But not all were finished as one zombie tried to fire off a blast from it's ring. On reflex, Twilight created a shield to block it but at the same time the creature she created vanished into thin air. "What the..."

_'You must focus, Twilight.'_ A voice called out to her.

_'That voice...who are you?'_Twilight thought while trying to keep her magic under control.

_'It's me, Twilight. Princess Celestia.'_

_'PRINCESS?!'_ Twilight shrieked, the vortex around her pulsated and expanded. _'What happened? Where are you?!'_

_'There will be time for questions later! Right now you must take control of this new power, otherwise you will cause harm to those around you...'_

_'Cause harm? What do you me-'_ Her eyes widened when she saw the winds of her tornado were getting stronger, to the point where she could see Spike, Rarity, and Sweetie Belle getting swept up by the wind. "Oh no!" She cried out in fear as the yellow tornado suddenly stopped, dropping everything it had swept up.

"Aww, and I was having fun!" Pinkie Pie pouted before she noticed that the yellow light had died down, revealing Twilight in a brand new attire. Which got an impressed "WOW!" from Pinkie.

Twilight was garbed in a strange clothing that she had never seen before. The upper half of her body had yellow armor, with long pointed shoulder pads. Her forelegs and hind legs had yellow boots that came up to her knees and hocks, and had silver metal studs on the sides of them. Connected to the upper half was a long, shimmering, yellow cloth that flowed down and covered the lower part of her body. A black, almost cloth-like material covered the exposed parts between the chest and the boots. At the center of her upper armor was an insignia, much like the one that was etched onto the ring on her left hoof.

"I say..." Rarity muttered, dazzled by the Unicorn's new attire.

"Holy guacamole!" Spike exclaimed.

"Wow! That is so cool!" Sweetie Belle squeed.

"What...what is this...?" Twilight asked dumbfounded as she looked over her new outfit.

However not all of the zombie ponies had been taken out so easily, and several of them slowly stood up and quickly shot several dark beams at the group. Remembering some of the spells her brother taught her, Twilight quickly put up a shield around herself and her friends and deflected the the beams. "Okay, I got a cool ring and a new outfit, now what?!"

_'Focus Twilight!'_ Celestia called out, her voice echoing through her mind. _'You must use your ring to create an attack construct!'_

"An attack what's-it?!" Twilight called out as her shields were relentlessly assaulted with dark beams.

_'Something like those snakes you created before! Just think of something, anything, and your ring shall make it appear! But remember, the constructs must be something that will inspire fear, for that is what fuels your ring!'_

"So it's like another form of magic that draws it's power from emotions! Ok, I think I understand!" She said before closing her eyes and focusing on the energy in her body. When using normal magic she would usually channel her energy into her horn, however in this case she instead focused on channeling her energy into the ring.

"Twilight, while your new ring and armor are both lovely, could you possibly think of a way to get us out of this situation?!" Rarity called out as she held her little sister close. She then noticed a small crack appearing on her shield as another beam hit it. "Preferably now?!" She called out as she started to panic.

While keeping her shields up, the ring automatically and almost immediately created a large Cockatrice that was about half the size of a full-grown Dragon. It immediately snarled as it charged toward the remaining zombie ponies who continued to fire at it despite it's intimidating size.

Sadly the numerous blasts barely fazed it as it snarled menacingly. The Cockatrice lunged forward, grabbing one of the zombies with it's sharp teeth and ruthlessly ripped it apart, sending limbs smashing against trees and splashing the area with its black, gooey blood. The construct beast then turned its attention to the others, lashing out with its scaly, dragon tail and whipping it back and forth as it smacked several other zombies away, either sending them flying into the air or into trees where a cacophony of breaking tree limbs and zombie bones echoed out.

"Yikes! That's brutal." Spike said as the shields disappeared. He quickly ran over to Rarity who was currently checking her sister for any injuries.

"Sweetie Belle are you alright?!" She asked as she looked her over, making sure not a hair on her head was out of place.

"I'm fine sis! Geez, there was a shield around us, remember?" Sweetie Belle complained as she pushed her sisters hooves out of her mane.

"Hey girls, I think we should get back to the farm until Twilight finishes off the rest the zombies." He said as he turned to see Twilight's Cockatrice, having grown bored with its current chewtoy, had turned its attention to the other zombies that were firing at it and was making quick work of them by shooting energy beams out of it's eyes.

"Oh come on! Can't we watch? This fight is awesome!" Pinkie Pie asked, now wearing a cheerleader outfit for some strange reason. "Go Twilight, go Twilight go! Go Twilight, go Twilight g-EEK!" Pinkie began to chant, only to get cut off by another beam that narrowly missed her head.

Everyone turned to see six of the zombie ponies advancing on them, having apparently remember that they had more than one target. However as the group slowly backed away, the ground started to rumble before a completely yellow Tatzelwurm burst out of the ground. Twilight had apparently learned that she could create more than one construct and sent another to guard her friends.

The Tatzelwurm roared before diving at the six zombies, causing them to scatter and start firing black energy beams at it.

Spike smirked at this, the zombies were too distracted fighting the worm to even notice them! "Now's our chance! Let's get going while they're-" Spike stopped when he noticed that Pinkie Pie was missing yet again, not only that but Rarity and Sweetie Belle were staring at something with their mouths agape. Following their vision, he saw that Pinkie was now _riding_ the Tatzelwurm!

"WAHOO! I am the Kwisatz Haderach-Give-A-Dog-A-Bone!" She screamed in joy as the Tatzelwurm simply ignored her and snapped at the zombies as they flew around it, constantly blasting it and trying to avoid it's massive jaws.

"I...why's she-? I don't..." Spike stuttered in disbelief, desperately trying to figure the current situation out, only for Rarity to grab him with her aura and drag him off the battlefield.

"It's Pinkie Pie, don't question it!" She called out as she ran towards the barn with her sister.

This strategy proved to be in vain however, the Tatzelwurm immediately opened it's mouth and three long tongues shot out, ensnaring three of the six zombies and dragging them into it's gaping maw. There was a loud *CRUNCH* as the worm closed it's mouth, crushing the zombies inside.

The remaining zombies however quickly changed their strategy, they circled around the worm's neck while it was distracted and quickly formed a special type of spiked collar around it with their rings. The large creature quickly thrashed around trying to throw them off, but with one quick movement the spikes on the collar extended inward, cutting into the creature's throat, causing it to screech in pain before vanishing completely.

Noticing that the creature she had been riding was now gone and she had nothing to stand on, Pinkie held up a small sign that said "Eeep!" before falling towards the ground screaming.

"Oh no, PINKIE!" Rarity screamed upon seeing her friend falling to her doom. What's worse, the zombies were now chasing after her as she fell!

However just as they got close enough to strike, twin yellow helix beams twisted and turned, and angled around Pinkie, blasting two of them to bits. Twilight ran towards the falling pink mare, jumping up and, using the rings power, created a yellow scythe. She then swiped the curved blade in a long arc, slicing through the remaining one's body. She then had her Cockatrace catch Pinkie before she hit the ground. "Whew! That was close! Are you okay!"

"Twilight!" The lavender mare turned to see Spike and Rarity (with Sweetie Belle on her back) rushing towards her, warily avoiding the zombie corpses.

_'You have done well, Twilight.'_ Celestia's voice called out.

"Thank you, Princess Celestia." She said as Pinkie slid to the ground and her Cockatrice construct vanished. "But please tell me, what's going on? Where are you?" She asked, directing her attention to the ring itself.

"Um Twilight darling, why are you talking to your ring?" Rarity asked as she approached her.

"Oh! Um, well...you see..." Twilight stuttered, trying to find a way to explain without it sounding awkward and weird.

"Well duh! That's because Princess Celestia is _in_ the Ring!" Pinkie interjected, pointing to said ring.

Everyone just stared at Pinkie like she had just grown a second head...out of her cutie mark, it was Sweetie Belle who broke the silence. "Pinkie, that's the most ridiculous thing I've ever-"

_'Actually, the one named Pinkie is right, I am indeed Princess Celestia.'_

Spike, Rarity, and Sweetie Belle all went slack-jawed. "W-W-WHAAAAAAT?!"

_'As much as I would love to explain, I believe you may want to relocate somewhere else before those monsters reform themselves.'_

"Reform? Wait, you mean these things can put themselves back together?!" Twilight asked in a freaked out tone before looking around the battlefield, she could see one or two of the disemboweled zombies slowly crawling towards parts of their bodies as their wounds slowly healed. Wasting no time, the group quickly ran off into the woods, hoping that the zombies would be too busy putting themselves together to notice which way they fled and thus couldn't follow...

* * *

The land around the clock Ponyville tower (and a good part of the Clocktower itself) was scorched black as streams of hot red energy and torrents of flames erupted from the pillar of crimson energy, blasting apart or outright obliterating any zombie pony it into contact with. The arriving zombies were forced to back away from the powerful energy burst before them, lest they too be incinerated by its power.

Then suddenly, the energy spike began to calm down, the pillar slowly began to turn into a cyclone of red flames that slowly died down before vanishing completely. Leaving behind the Pegasus that they had intended to corrupt, however there was something very different about her.

The attire she wore was as blood red like the ring she wore around her right hoof. At first glance there was nothing special about it other than the symbol that was on it. The outfit soon started to transform as the ring looked through her memories for an appropriate form for her uniform and decided on one from a show she saw as a filly. Crimson steel armor spread across her body, covering her chest, forelegs and hind legs, and upon her shoulders. Spikes grew from the shoulder pads, along with armor covering her legs, sprouting blades that curved at the end. Her suit became bulkier than it normally would be, with black chainmail mesh covering the unarmored areas, and the spikes seemed to glow in an eerie red light.

Rainbow Dash was still unconscious as the zombies, after getting over the initial shock of the transformation, began to stalk towards her. Sensing the danger, her ring shined and activated the armor, the suit then seemed to move on it's own as Rainbow's body slowly trudged forward before turning into a full blown sprint and slashed a zombie in half with her wing blade before ramming into another, impaling it on her shoulder spikes. The armor driven body then released a burst of red light, sending the body flying into the horde. The others, after seeing their fellow Black Lanterns cut down, took to the sky and tried to jumped her but the suit reacted and made the shoulder spikes extend and impale them before throwing them into separate buildings.

Rainbow Dash slowly regained her senses, upon looking around she realized that she used to be practically surrounded by zombie ponies! Then it all came back to her: The attack on Ponyville, Nightmare Moon, her telling her friend to leave her and warn Cloudsdale...that Red Light...

Her eyes widened as she looked at her left hoof, and then at the rest of her body. "W-what the-ARGH!" She was snapped out of her stupefied state as a blast of dark energy hit her in the side, throwing her to the ground. She looked up to see the rest of the zombie ponies slowly advancing on her, charging up their own rings.

_'Seriously?!'_ She thought to herself as she struggled to get up, narrowly avoiding several other beams that were fired her. _'After going through all that "you have been chosen" nonsense, all I get is a fancy ring a new outfit?!'_ She snarled anger before she was hit by another blast.

She hissed in pain as she got up, ready to tear into the one that hit her. But then suddenly, she felt another burst of energy flow through her body! However this one was different, though still painful like the last time she also felt an unbelievable rush of adrenaline, it was as if she had the power of a burning inferno coursing through her very veins! Her eyes shined red as her wings and armor shined in the fiery crimson light! Rainbow Dash let out a powerful roar, causing the very air to quake from the power that radiated through it.

That fateful day, the pegasus once known as Rainbow Dash had become a wild creature bent on the absolute destruction of the zombie ponies. She glared right at the Black Lanterns and for once the zombie ponies tried to run, yes RUN, from one of their targets!

"COME BACK HERE! COME BACK HERE AND FIGHT ME YOU COWARDS!" The enraged pegasus shouted.

Rainbow Dash took off into the air, leaving behind a smoldering crater from where she took off. She tackled one zombie to the ground, eyes burning red as she glared down upon it. The zombie pony tried to fight back, thrashing and biting at its captor, but Rainbow slammed her right hoof onto its chest, pinning it down. Rainbow drew her head back and retched what appeared to be her blood all over it. The acidic life liquid hissed as it poured over the creature, burning away its decayed flesh, causing the zombie pony to wreathe in pain as its body started to melt into a puddle of bubbling red essence.

Rainbow wiped her mouth with her hoof, clearing the trace amounts napalm blood from the corners. The newly inducted Red Lantern left the dying creature and pursued its friends who started firing back at her. Rainbow Dash didn't bother to dodge the incoming dark energy, one blast managed to hit her wing, but instead of going through it like it did last time the blast ricocheted off and hit another zombie instead. The same zombie was preparing to fire another blast, Rainbow picked up speed, becoming a blazing red streak in the sky, whizzing by the zombie. For a moment, it didn't look like anything happened, Rainbow Dash hovered in the air behind the creature, acting as if she hadn't done anything to it.

When the creature turned to face its prey the zombie's midsection glowed red, its two halves separating. Rainbow Dash wasn't a fool, much to the thinking of some of the other ponies in town, she learned from the injury she received from earlier and had changed her wings. No longer were they flesh and bone, blue feathered appendages. They were now red steel wings, shimmering in the light of her blood red aura. The individual quills were sharper than any blade, and with every little adjustment, they let out a sound of a sword being unsheathed, her pride and joy as a pegasus was now her weapon against these undead legions.

She then looked around and saw several zombie ponies start to congregate together to take her down. The mare just glared at the zombies, her eyes glowing red as she barreled towards them. Rainbow Dash breathed out a torrent of the molten blood she used earlier at some of the horde, taking out several of the zombies in one blast, but there were more still.

Rainbow gritted her teeth as she concentrated, wanting a weapon to personally cut their heads off. As if reading her thoughts, her ring shined with crimson light, particles of the same light started to form before Rainbow, changing into a red battle axe. She blinked in surprise, taking a moment to wonder how this weapon appeared.

_'Buck it!'_ She thought as she took hold of the weapon and began hacking away at the creatures.

Two zombies flew at her from behind, but Rainbow swung the battle axe in a wide arc, slicing through them with ease. Another one charged at her from the left, but she saw this one too. Rainbow Dash, in a bit of cruel irony, thrust her left hoof through the zombies chest, causing it to hiss in pain, she then brought the creature close to her face and smirked. "Ever hear of heartburn?!" She screamed before a blast of red energy shot through the zombies chest from Rainbow's ring. She then threw the undead corpse at a group of zombies that were flying towards her, and bellowed out another napalm blood blast.

More zombies charged at her, but each one fell to her construct axe or napalm breath, slicing and hacking, lopping off heads, legs, and torsos, making the sky rain down with severed body parts and black goo.

"That'll teach you…to never mess with me." She gasped as she took a brief rest. She hated these undead monsters, and yet for some reason, a cruel smile curled on her lips, as if she were seemingly taking a sick pleasure in massacring their undead legions.

What she didn't notice however were the slashes and hits that the zombie ponies had scored as the wounds left behind were healing relatively easy except the scar on her face.

She then looked in the distance and saw a yellow pillar of light. _Great. More freaks for me to kill._ She smirked before taking off towards the light...

* * *

Apple Bloom, Babs Seed, Big Mac and Fluttershy all stared at the site before them in wonder, shock, and confusion. Before them, the meteor that fell from the sky had enveloped Applejack in some sort of green bubble. The zombie ponies however, seemed deathly afraid of it, as one of them could be seen backing away from the light...

"W-W-What's going on? What's happening to Applejack?" The shy mare asked. However the Apple siblings seemed just as confused as she was...

Just then, the light died down and the bubble vanished, in its place was their sister, cousin, and friend, Applejack. However she was now dressed in an attire they'd never seen before. The uniform resembled that of a Royal Guard, but was green in color, with deep grooves that would pulse with emerald light. Most of the grooves led to the chestplate, which had a glowing lantern insignia emblazoned onto it. Her hind and forelegs had bracers and greaves of the same color, also sporting the pulsing green lines. The black mesh like material covered the gaps in AJ's armor, leading up to her neck. The area around her eyes was covered with a visor, if anyone were to look at her, they'd only see bright white where her eyes would be, adding to the intensity of her heroic image.

_'Whoa...this...this is amazing! Ah feel so...so empowered! Is this what Unicorns feel like when they use magic?'_ The apple farmer thought to herself as she looked over her new armor.

One of the zombies finally broke out of it's stupor and fired a blast of magic, hoping to take her down while she was distracted. However Applejack reacted by reflex and raised her hoofs to guard herself, and suddenly the bubble reappeared around her, deflecting the blast. The apple farmer took a look at her ring and then the ring that many of the zombies that surrounded her, she quickly put two and two together and thrust her ring hoof forwards. Almost instantly a green blast of energy shot out of the ring and hit the zombie that tried to shot her dead in it's face, knocking it back and tearing a good amount of it's face off.

"Oh, it's on now!" Applejack smirked as she dashed forward and slammed her hoof into another zombie, her hoof going right through it's chest. The rest of them quickly attempted to strike while her back was turned, only for her to turn around and slam the zombie she just punched into them before releasing another blast of energy, and sending them flying back into the woods. "Yeehaw! Ah don't know where this thing came from, but it's a life-saver!"

However a familiar scream caught her attention, Applejack quickly turned to her family and friend to see five more zombies closing in on them. "Oh no ya don't!" She shouted as she reached out, however to her surprise a long rope shot out of her ring before taking the form of a lasso that quickly ensnared the five. Not wasting any time she swung them into the air and fired another energy beam that sent them flying across the sky and back into the woods as well.

"And don't come back ya hear?!" Applejack shouted in triumph. She turned to see her friend, siblings and cousin running towards her.

"Wow sis! That was amazing! How'd you do that?!" Applebloom asked, bouncing around her sister while observing her new armor with Babs was doing the same.

"I'm so glad you're alright! I mean, I never expected anything like _this_ to happen..." Fluttershy said while gesturing to her armor. "B-but still, I'm so glad you're okay..."

Big simply approached his little sister before giving her the biggest hug he could. "Ahm so glad you're ok..." He whispered as a lone tear trailed down his cheek.

_**"Well, I can't say I expected this..."**_ Everypony froze and turned in the direction of the voice to see Mitta, Ruby, and Granny Smith emerge from the fog.

Applejack quickly aimed her ring at her friends and family before encasing them in a green bubble. "Y'all take cover at the bottom of the gorge alright? Once Ah'm finished here I'll join you!"

"But sis-"

"No "but's" Applebloom! Ah have to take care of this myself, and Ah can't risk y'all gettin caught in the crossfire!" She interrupted her little sister before giving them all an apologetic look. "Please be safe..." She said before sending the bubble down to the bottom of the gorge. After making sure they were safe she turned back the her three opponents.

_**"To think, you've obtained the same power our Queen wields..."**_ Mitta continued as they approached.

"Power like hers?! What do you mean by that?! Ah ain't becoming anything like you freaks of nature!" She snapped before turning to her grandmother. "No offense Granny."

Granny simply gave her a small nod, though it was clear that was all she could do now...

_**"It doesn't matter!"**_ Mitta shouted. _**"As it was the fate your grandmother, it is your fate to join our Queens Black Lantern army! Why don't you just accept that, lie down and die?!"**_ Mitta snarled as she charged towards the farmer, intent on ending her life right there.

_'There's that word again. "Black Lantern", what in tarnation is that?'_ She thought to herself before dodging to her left, only for her grandma to attack her from that angle. "Sorry Granny!" She called before a lasso appeared from her ring, the rope quickly wrapped around her before Ruby sliced through it with ebony energy blade, freeing the elder zombie pony. Mitta then took the opportunity to strike her from behind with another energy blast. Applejack screamed in pain as she was sent flying into a tree.

"Gah...real fair...one me, three of them..." She muttered as she got up to see Mitta and the other's advancing on her.

_**"I'm sorry, we don't give a fuck!"**_ Mitta cackled before charging at her once more, Applejack dodged to the right and narrowly avoided a blast from Ruby. She quickly aimed her own ring at the two, only to get nailed in the side by a blast from Granny Smith, sending her spiraling towards the edge of the cliff, she groaned she got up, trying to concentrate.

_**"Now why don't you give up like a good little pony, and serve under our Queen..."**_

"NEVER!" She snapped, getting to her hooves. "Ah'll never join the likes of you! Do ya hear me?!" She screamed as her armor glowed brighter than before, Applejack charged at her opponents. All three of them proceeded to bum rush her at once, and every time she blocked one of their strikes the other two would attack the opening. It was only thanks to her armor that she managed to endure their attacks.

Then, as Applejack continued face off against the three, Mitta, much to her shock, started to sing!

**_(Play "With Me" From Sonic &amp; The Black Knight)_**

**_You know, every world will have its end (have its end),_**

**_I'm here, to prove it all to you,_**

**_I am, who you don't think I am (think I am),_**

**_All wrapped up, in my evil plan,_**

Applejack unleashed a burst of emerald energy, pushing the three zombies back. Applejack then roared proudly as sprinted towards Mitta, her front hooves blazing with green light as they energized. The newly inducted Green Lantern jumped up, began raining down one powered punch after the other. Mitta gleefully blocked several of Applejack's strikes, either using a black energy barrier or gracefully dancing around her attacks, while Ruby echoed her voice and struck from behind with her own energized hoof. Applejack quickly created a shield around herself and pushed both zombies away, only for Granny Smith to mimic Mitta's line and strike from above. As the two clashed Ruby snuck up from behind.

**_We'll black out the day (black out the day),_**

**_Savor night (savor night),_**

**_Spells beyond you,_**

**_As I watch you crawl,_**

Ruby sung as she fired another energy beam at her back. The dark ray struck the heroic mare in the back, the armor hissed from the direct hit, causing Applejack to scream in pain before Granny slugged her across the face and sent her flying to the ground, plowing through the ground before she had built up enough of a dirt mound to stop her from going any further. Mitta stood over Applejack with a triumphant grin.

**_Do you dare to fight (dare to fight),_**

**_Evil's might? (evil's might)_**

_**I'll be the last one standing,**_

_**In. a. flash. of. light!**_

Mitta created a black construct claw and grabbed Applejack by the throat, hoisting her up while orange mare thrashed against its grip. The sadistic zombie mare grinned wickedly before taking her left hoof and slamming it into Applejack's stomach, intent on ripping out her heart right then and there. Applejack winced in pain as she felt Mitta's hoof dig into her, trying to pierce through her protective armor. However the apple farmer began to sing her own part as her ring built up a surge of Willpower, the build up released in a powerful shining shockwave that shattered Mitta's construct, and subsequently blinded the three ponies.

**_My eyes, (my eyes) are filled with curiosity_**

**_You think, (you think) that you have power over me?_**

_**In this life (this life), there's no room for you and me**_

_**So, turn away or face this day with me!**_

_**Face the day with me!**_

_**With me! (face the day with me)**_

Applejack continued to sing as she cocked back her right hoof and drove her hoof into Mitta's face before her green aura started to shine. Suddenly, Applejack's aura erupted, summoning what looked like four heads of a Hydra. The four heads roared and snarled as their white eyes locked onto the three Black Lanterns. Mitta quickly recovered and started singing again as she summoned a Dragon's head that spewed out black flames at the apple farmer. Two of the Hydra heads fired their own attack of emerald energy from their mouths, cutting through the flames, while the remaining two of the other heads coiled around her, shielding her from the flames. Suddenly, Granny and Rose attacked her from both sides, singing their own verse while enveloping themselves in their black auras before slamming into the two Hydra heads, trying to break through the shield.

_**You know, every world will have its test (have its test),**_

_**Don't blame me...for what I have become.**_

_**You know, every world will come to end (come to end)**_

_**And I'll...I'll create your final rest**_

As Applejack fought to push the two zombie's back, she heard her Granny sing a small verse as she began to pound away at the shield, causing several cracks to appear. Ruby proceeded to sing as well, slamming the barrier with spheres of dark power against her barrier from the other side weakening it further.

_**We'll black out the day (black out the day),**_

_**Savor night (savor night),**_

_**Scream your dreams,**_

_**As you dare to fight, dare to fight!**_

Mitta's Dragon black dragon ceased its fire attack and launched itself at the Hydra heads, baring its dagger teeth as it snapped its jaws down on the first head, cleaving it from the rest of Applejack's aura, and then, just as quickly, the black Dragon sliced through the second head before lunging at Applejack with it's fangs! The Dragon's razor sharp teeth crashed down on her shield, causing AJ's mind to recoil from the mental backlash, she lost focus and her shield shattered into pieces as if fragile glass. Before they could capitalize on the opportunity and strike her down, Applejack immediately flared out her emerald aura, shooting out three individual beams and caught them all like a spider in its web before she began to sing again.

**_My eyes (my eyes) are filled with curiosity_**

**_You think (you think) that you have power over me,_**

**_In this life (this life), there's no room for you and me,_**

**_So, turn away or face this day with me (face the day with me)!_**

**_With me (face the day with me)_**

**_With me (face the day with me)_**

**_With me..._**

Applejack raised her right hoof and in the same motion brought it down, quickly slamming all three zombies into the ground in their individual craters. Applejack wasn't about to give up, with another burst of strength Applejack recreated the Hydra construct, this time with six heads instead of four. All six heads roared mightily into the air, causing the ground and air to rumble from the intensity. The six heads hissed and snarled as they gazed upon the three Black Lanterns, immediately charging at their respective targets, two for each zombie, and to hinder their focus even more, the heads themselves were singing! Repeating the last line she said.

Each Hydra head ruthlessly chomped at their targets, nearly tearing their limbs off as they smashed them into the ground, into the trees, and tore into their bodies. While they managed to heal the damage, they didn't have enough time to counterattack under the neverending melee.

**_I will save the day (save the day)_**

**_Vanquish night (Vanquish night)_**

**_Scream your dreams_**

**_As you dare to fight, dare to fight_**

Much to their shock, Applejack had not only taken over the song, but also summoned something else. Several constructs appeared, creating a virtual army of earth ponies, but wasn't the most shocking part, no, what made these constructs special is that each and every one of the constructs looked like a member of the Apple Family, ponies like Braeburn, her Aunt and Uncle Orange, and several others appeared to stand by her as the Hydra vanished. Applejack took her place at the head of the group of construct ponies, glaring the three zombies down. The farm mare felt new confidence building within her, surrounded by her Apple kin as they smiled and nodded at her, showing that they were one and would fight by her side. The green power shined with greater power, emphasizing this newfound surge in power. Applejack then thrust her right hoof forward, issuing an unspoken command to chage for their targets. Ruby, Mitta, and Granny watched in shock as they all stampeded owards them, however only Applejack noticed the small smile Granny had on her face...

**_My eyes (my eyes) are filled with curiosity_**

**_You think (you think) that you have power over me_**

**_In this life (this life) there's no room for you and me_**

**_So, turn away or face this day with me (face the day with me)_**

**_With me..._**

With one final command all the constructs bum-rushed the zombies, striking them from every angle possible and not give them any room to recover, each one singing a part of her verse. Then suddenly, the constructs vanished, revealing Applejack with her ring glowing brighter than before, and then charging it up the entire time they were fighting. She thrust her hoof forward and a powerful blast of energy struck all three of them, the three zombies cried out in agony before the green light of Will sent them flying through the trees and into the air until they were nothing but a twinkle in the sky…

As the song finally ended, Applejack stared in the direction the three ponies were sent flying. After making sure they were truly gone, for now, she flew to the bottom of the gorge. Once on solid ground, she allowed herself to sink to her knees as tears streamed down her cheeks and her uniform vanished into her ring, she had won, but in doing so she was forced to beat down her own grandmother.

"Oh Granny...Ah'm sorry! Ah'm so, so sorry!" She continued to cry as Apple Bloom, Babs Seed, Big Mac and Fluttershy slowly emerged from the cave they had hidden in. Applejack looked at them all, and dashed towards them before engulfing them in a big hug. No words were exchanged, they had escaped alive, but at the cost of their own grandmother, truly a bittersweet victory.

Fluttershy could only watch in sorrow, she hadn't known Granny Smith that well, but she still felt their grief...

Suddenly, a loud explosion caught everyone's attention. They all looked towards Ponyville's skyline and saw a red streak shoot across the sky.

"What is that?!" Babs called out.

"Oh no! Not another one!" Fluttershy yelped before hiding behind Big Mac, fearing that another one of the Black Lanterns were coming to finish them off.

Applejack stared at the red streak for a moment before wiping the tears from her eyes, whatever it was it didn't seem interested in attacking Ponyville. Rather it was headed towards a yellow pillar of light that was coming from the mountains...and her own ring seemed to be reacting to it as well.

"Alright guys, listen up. Ah don't know what's goin' on with this here ring, but the light seems to be calling to it." She explained before she slowly levitated off the ground and her uniform reappeared on her."Ah'm gonna go check it out..."

"Eenope! Sis, you just finished fighting and we don't know if that there light is friend or foe." Big Mac argued.

"You might be right, but they could also be more survivors that escaped Ponyville, and Ah can't just leave them to those things!" Applejack snapped before taking off into the air. "All of you stay hidden until Ah get back, Ah promise if there's more of them Ah'll bring them here and we will escape together!"

And with that she took off towards Ponyville...

* * *

Rainbow Dash flew across the sky at speeds even she thought she couldn't reach before, occasionally one or two of the zombies would attempt to attack her or drag her down, however they either ended up getting cut down or blasted apart.

She continued her path of destruction on her way towards the yellow light in the distance. However, something caught her eye, a small group of foals lead by a full grown mare were running towards the outskirts of the city not too far from Whitetail Wood, unfortunately several of the zombies were closing in on them.

Without a second thought, Rainbow darted towards the group.

As the zombies closed in on their prey, a young Pegasus filly tripped over her hooves._**"Ahhh, fresh meat!"**_ The lead zombie hissed as it descended upon her, the young filly closed her eyes in fear...

...only for Rainbow Dash to land in front of it and slam her ring hoof into it's mouth. "You wanna know what death tastes like?!" She screamed before blasting the zombie through it's mouth, obliterating its head along with the rest of it's body.

"W-wow..." The filly stuttered, awestruck by the display of such raw power.

"Scootaloo!" A voice called out, the Pegasus filly turned to see her teacher, Miss Cheerilee dashing towards her while the rest of the foals hid behind the trees. Without missing a beat she quickly got up and ran back towards her, but not before shouting a quick "Thank you!" to the Pegasus.

Rainbow Dash gave the filly, making sure the small group had escaped into the forest before turning her attention back to the horde of zombies. "Alright, who's first?!"

* * *

The moment she arrived in Ponyville, Applejack followed behind the red streak. Sadly it was much faster than she had anticipated and had already gotten half way across town by the time she arrived. However on the plus side, it seemed to not be on the side of the zombies as anytime there were a few black streaks closing in on it they would immediately be shot down into the city below, indicating that they were it's enemy as well.

As she followed though, it seemed to focus just on the yellow light instead headed towards another one of Ponyville's outskirts, specifically the one leading towards Whitetail Wood.

She was about to head towards the light herself before several zombies started pursuing her. "Dang it!" She cursed before quickly diving into the streets of Ponyville in hopes of avoiding them through the alleyways. While a few of them crashed into the houses, the remaining three easily evaded them and maneuvered around the sharp turns.

"I gotta shake him off somehow..." She muttered to herself before darting into the open streets, she saw a familiar building up ahead and immediately flew towards it with the zombies following right behind her.

Applejack quickly crashed through the door before creating what looked like a giant ax and immediately sliced through every single support beam in the building. By the time the zombies got inside the building had already started collapsing, with a burst of energy Applejack darted outside before they could follow. A couple of seconds later the building collapsed completely, and Sugar Cube Corner was no more.

"Ahm so sorry Pinkie..." She muttered in a sad tone...

_**"Forget about Pinkie, worry about **__**ME!"**_ A new voice screamed from above, Applejack dodged just in time to avoid another zombie crashing onto her from above. Sending the two of them careening through several buildings before hitting the ground and creating a seven foot wide crater, sending a dust cloud bellowing up into the air.

When the dust cleared, Applejack got a good look at her would-be assailant...and her eyes widened in horror. "MR. CAKE?!"

Indeed, before her stood one of the (former) owners of Sugarcube Corner, now dressed in Black Lantern attire like the rest of the zombies, his once orange coat now a dull light brown.

_**"You've made quite a mess here."**_ He growled, gesturing to the now-destroyed Sugarcube Corner. _**"Don't worry though, I'll accept your apology and payment with your life!"**_ He snapped as the three Black Lanterns from before burst out of the rubble. _**"GET HER!"**_

But before the three could charge for Applejack, five beams of magic hit them in the side, sending the hurtling into a nearby house. Applejack looked to her left to see at least seven Royal Guards-three Unicorns, two Pegasi, and two Earth Ponies-headed her way with a small group of civilians behind them.

Carrot Cake snarled in anger, his eyes darting between Applejack and the Guards knowing he wouldn't win this fight, he quickly retreated into the skies. _**"This isn't over!"**_ He called out as he flew off.

"Boy am Ah happy to see you guy's!" She said as she rushed towards them the Guard who she assumed was the leader, a Pegasus stallion with a deep yellow coat and blue mane.

The Guards were a bit skeptical of her at first, due to her wielding the same power as those creatures, but quickly remembered that she had been fighting _against_ them and eased up.

"Who are you?" The lead Guard asked. "And why do you wield the power of these monsters despite obviously not being one of them?"

Applejack looked at her ring, then back at the Guard. "It's a long story..."

"One that we don't have time for!" One of the Guards interrupted, an Earth pony to be exact. "Commander Sentry, we have to meet up with Squad B at the train station immediately and get these civilians out of here!"

Applejack looked at the group of civilians that the Guards were protecting, she recognized a good amount of them, having seen them around town numerous times, three of which stood out: A mint green unicorn mare with a lighter colored mane and a harp cutie mark, she was a regular customer and spent a lot of time with that Earth pony. Next to her was a pale Earth pony mare with a brown mane and a heart and baby bottle cutie mark, behind her was her son, a young blank-flank brown colt with a deep orange mane and wearing a propeller beanie on his head. She couldn't remember his name, but she had seen him hanging out with Rarity's sister.

"Don't y'all worry, Ah'll keep ya covered!" Applejack declared, leaving no room for an argument.

The Guards looked at each other before nodding. The lead Guard turned to the rest of the group. "Alright everypony, let's move!" And with that the group their way towards the train station, with Applejack and the Unicorn Guards blasting away every and any zombie that got too close.

Luckily the station wasn't too far, as they approached it Applejack saw that there were several more Royal Guards positioned around the station as well as the train itself.

"This is Squad A returning from our mission! Here's the remaining civilians we could find!" Commander Sentry stated as they entered the station. The Pegasus Guards nodded before allowing his group access, however they seemed hesitant to let Applejack in. "At ease, she's an ally." Sentry stated. The Guards lowered their wings and allowed her access.

Once inside she saw several ponies rushing to get into the train, she noticed an Earth Pony fighting the crowd going in, as if she was looking for something, it was then the mint green unicorn from before happily approached her and embraced her in a hug, while she couldn't make out what they were saying, it was clear the Earth Pony was still looking for someone and was hesitant to get on the train, but some unheard words from the Unicorn convinced her to get inside.

"Last train to Manehatten! All aboard!" The conductor called out as several Royal Guards quickly boarded the train, Pegasus Guards flew around the sides and roof of the train while the Unicorns stayed close to the open windows, and the Earth Ponies guarded the entrances and exits of the coaches.

As Commander Sentry was about to get on board, he noticed that their newest ally was about to leave. " Aren't you coming? We could use your help on our way to Manehatten."

Applejack turned to face the Commander. "Ah came to make sure any survivors were found and kept safe. Ah have to get back to meh own family before they start to worry."

Commander Sentry gave her a worried look, "How far away are they? Maybe I could send another Squad-"

"No." Applejack cut him off. "It would take too much time. Besides, these ponies need your help more than Ah do."

Commander Sentry nodded in understanding as the train began to depart. Another horde of zombies attempted to attack the train as it left the station, but the Pegasi and Unicorns held them off. Applejack quickly flew overhead while creating a green orb between her hooves, when the orb was about the size of her head she hurled it above the train, the orb then exploded in the air, releasing multiple small green meteors to come crashing down on the zombies while completely avoiding the train. As the train entered the tunnel leading to Manehatten, Applejack fired a second beam at the tunnels entrance right after the last coach got through. The entrance collapsed, preventing any zombies from following through the tunnel.

"Whew! Now that that's taken care of-" She was cut off when a loud *BOOM* echoed across Ponyville and a familiar red streak shot through the sky. However Applejack's eyes widened as the streak flew right over her, and got a good glimpse at who exactly was in the streak.

"RAINBOW DASH!?" She quickly took off after her long-time friend and rival as she headed for the mountains...

* * *

A good distance away from the barn, Twilight and her friends were taking a much needed rest, with Spike, Sweetie Belle and Pinkie Pie constantly geeking out over her new powers.

"That was incredible! You were amazing!" Spike exclaimed.

"I'll say, the way you summoned those awesome creatures was so cool!" Sweetie Belle said.

"Can you make cake with that ring?!" Pinkie asked as she bounced around her

"Yeah well I...ehehe..." Twilight blushed, not used to getting so much praise from anyone other than Celestia.

Speaking of whom, her mentor had become silent ever since the battle had ended. "Um, Princess? Are you still in there?" She asked her ring.

_'Not truly Twilight, while I am able to contact you, I am not exactly inside the ring.'_

This got everyone's attention, if the Princess wasn't inside the ring then where...?

_'I promise you, I will answer any and all questions you may have once we reach our destination.'_ She stated calmly. _'But now we must hurry, that last fight drained a lot of the rings energy...'_

"Wait, this thing runs out of power?" Twilight gasped as she noticed her outfit losing it's glow.

"Oh no, we need several triple-A batteries STAT!" Pinkie shouted. "Quick, somepony find me a pink bunny with a big drum! Those always the last the longest!"

"Now what do we do?!" Spike shouted in fear. "We're sitting ducks and if those things attack now, we're all dead...or undead...whatever those zombies did to the Guards!"

"Um guy's, what's that?" Sweetie Belle interrupted, pointing back towards Ponyville. Everyone looked to see what exactly she was pointing at, only to see a large red streak heading straight towards them!

"Oh no! Not another one!" Rarity screamed as her sister hid behind her, while Spike stepped in front of her protectively.

"Don't worry everypony, I've got this!" Twilight proclaimed while stepping forward. She immediately concentrated her energy on her ring, creating a large spider construct. Quickly the spider shot a yellow web at the approaching target, only for it to burst through the web and slam itself into the spider, completely shattering it into pieces.

"Okay, that could have gone better..." Twilight muttered.

Suddenly, another voice spoke up. " YOU! I SHOULD'VE KNOWN YOU'D BE BEHIND ALL THIS!"

The group looked up to see a the red light around the figure die down, revealing a familiar rainbow-maned Pegasus above them, and she did _not_ look happy. "This is all your fault, you've been working for Nightmare Moon this whole time!" She screamed at Twilight before shifting her attention to the other four behind her. "And now you wanna lure more ponies to their doom!" She snarled as red, acidic saliva dripped from her mouth.

Twilight's eyes widened in surprise when she realized that this Pegasus wasn't on the side of the zombies, but instead the thought that _she_ was! "No wait! You don't understand!" She stuttered as she backed away.

"SHUT UP! YOU'D BETTER BE READY TO GET WHAT'S COMING TO YOU! DON'T TRY TO ESCAPE CUZ YOU'RE GOING TO DIE!" She screamed in rage before charging at her with a bloodthirsty look on her face…

* * *

**Author's Note:**

Another chapter done thanks to VampDash &amp; Michael_Ravencroft! There were also a few references in this chapter, think you can spot them all?

Also, I'd like to give a special thanks to VampDash and Michael_Ravencroft for the detailed descriptions of RD, AJ, and Twilight's Lantern Uniforms!

For those of you who couldn't tell, Rainbow Dash's armor is based off of the Shredder from the 2003 TMNT series, and Twilight's armor is based on the Dark Magician from Yu-Gi-Oh!


	3. Flee in Fear, The Will to Fight!

"W-w-wait! Can't we just talk about th-AAAHH!" Twilight yelped as she dived out of harms way, just as Rainbow Dash slammed her hoof into the ground where she once stood, leaving a body-sized crater.

"HOLD STILL AND DIE!" The Pegasus snarled as she attempted to pummel the Unicorn into the ground.

"Wadda we do?! That insane Pegasus is gonna kill her!" Spike shouted as they watched the rather one-sided fight, Twilight was obviously tired out from the fight beforehand, and any construct she tried to conjure up was immediately smashed by the enraged Pegasus.

"I keep trying to tell you, I'm not a spy!" Twilight screamed as she took off into the air, the enraged Pegasus bolting after her.

"LIAR!" Rainbow Dash screamed as she fired a bolt of red lightning that Twilight barely dodged."You were going around town gathering information, you knew who she was before she even introduced herself! YOU WERE WORKING FOR HER THE WHOLE TIME!" The enraged Pegasus fired another crimson bolt of lightning, nailing the Unicorn in the back.

"AGAAAH!" Twilight howled in pain as she was sent spiraling to the ground. While her new armor protected her, she still felt the blunt impact and it knocked the wind out of her.

"TWILIGHT!" Spike cried out as he ran towards the downed Unicorn, only for a pink blur to dart past him at a greater speed.

Twilight struggled to get to her feet as Rainbow Dash landed before her. "With you gone there will be one less of the Queen's lackeys in Equestria!" Snarled raising her clawed hoof, ready to deliver the final blow...

"N-n-no..." Twilight whimpered, coughing up blood. "P-p-please..."

"DASHIE STOP!" Pinkie Pie screamed as she threw herself in front of the helpless Unicorn.

Rainbow Dash stopped for a moment and stared, as if registering the pony in front of her. "P-Pinkie...?"

"Please stop this! She's not your enemy, she's been helping us!" The party pony pleaded, tears threatening to fall from her eyes.

Rainbow briefly considered not killing the pony for Pinkie's sake...but then her snarl returned not two seconds later.

"You just don't get it do you Pinkie?! Why did she go around talking to everypony huh? She made it plain and clear that she didn't REALLY care about anypony other than that stupid lizard over there-" Rainbow pointed towards Spike who gave out a loud "HEY" "-and that's it! The only reason she's running now is because she's trying to get all comfy back with her queen by gaining your trust! I'm the one trying to save you! SO BACK OFF!" Rainbow roared as she smacked Pinkie out of the way and continued her advance towards Twilight. Once more the clawed hoof was raised but this time Rainbow's eyes turned blood red.

"NO!" A voice from above called out. Rainbow Dash only had a second too look up before darting out of the way as a green blur slammed into the space where she once stood.

As the dust cleared, Twilight looked up to see her savior, and was greeted by the sight of a mare wearing green armor. "Ya'll alright?"

The lavender Unicorn stared at her savior before nodding her head yes. Before the mare could respond Rainbow had regained her composure. "YOU!"

The armored mare turned back to the enraged Pegasus. "Rainbow Dash, that is you right? Kinda hard to tell with the new look." The mare stated earning an indignant snort from Rainbow. "Anyway you know Ah don't wanna fight ya." She said as she took a step forward, her own ring glowing intensely. "But Ah won't just stand here and let ya butcher mah friends!" She snapped as Twilight silently began to cast a healing spell on herself while her enemy was distracted.

During all this, Rarity and Spike had taken the opportunity to sneak towards the two ponies and drag them away from the duo. "Don't worry Twi, you're gonna be ok." The young drake whispered.

Twilight gave Spike a reassuring smile while Rarity laid Pinkie on her back. "It's ok Pinkie, Applejack's here now, she'll talk some sense into Dashie..." The fashionista assured her friend. The party pony didn't respond however, her face was practically the very definition of sorrow at that point, and her once poofy mane was now completely straight. "...Pinkie?"

"She...she hit me..." Pinkie whispered in shock. "...she never hits me...even when I prank her...so...so why?" She whimpered as tears began to fall. "I only wanted to help...so why...why did she hit me? What did I do wrong...?"

Rarity didn't answer, she just hugged pinky close and slowly stroked her mane as she began to cry. The rest of the group could only give her a sympathetic look before turning their attention to the fight, silently praying that Applejack would be able to prevail...

"Now are ya gonna calm down? Or do ah have to beat ya down?" Applejack asked, narrowing her eyes as she took another step forwards.

She didn't even have to wait a full second before Rainbow Dash charged at her, eyes glowing with burning rage.

"BACK OFF APPLEJACK! I'M TRYING TO SAVE OUR WORLD!" Rainbow shouted as her clawed hoof was raised to attack.

The armored mare quickly put up a barrier to block her attack, however RD hit harder than she expected as her claw left a crack in her shield. She quickly dispelled it before creating a large Timberwolf construct that tackled her to the ground. "And how in the hay does attacking Pinkie Pie and an innocent pony count as 'saving' em!?" She screamed as she poured most of her power into keeping her friend pinned down.

"Better that traitor dead then reporting back to that crazy nag of a queen! I never meant to hurt Pinkie but she should've stayed away!" Rainbow roared as she sliced the leg of the timberwolf construct, causing it to howl in pain as it dissipated. She quickly launched a red bolt from her ring.

Applejack hissed in pain as the crimson bolt scorched her shoulder. However she held her ground and focused on creating another construct, this time it was the hydra she used in her previous fight, only with four heads this time."That ring's making ya crazy RD! The Pegasus Ah know would sooner cut off her wings than hurt Pinkie!" She shouted as two of the hydra heads lunged at her. Rainbow growled as she dodged one and slashed the other's head clean off with one quick slash from her claw. The other heads tried to hit her but her speed was too much for them as she stabbed one brutally in the eye, one had it's tongue yanked out, and the third was choked to death and fell to the ground. While Rainbow was fighting the heads, however, AJ made her way behind Rainbow. Not wasting her opportunity, she quickly soared into the air above RD while she was distracted. Her right hoof became encased by a spiked gauntlet as she dived down towards her target.

"BOOYA, MOTHERBUCKER!" She called out as she slugged the cyan Pegasus across the face. Rainbow Dash was sent flying to the ground, plowing through the ground before she had built up enough of a dirt mound to stop her from going any further.

"Now, are ya gonna settle down?" The apple farmer asked as she landed in front of her. " Or do Ah have to-"

POW! Rainbow Dash slugged her across the face, sending her straight through several trees! "THAT'S IT! I'M GONNA MESS YOU UP!" The cyan Pegasus roared as her ring glowed brighter, the acidic drool pouring from her mouth as a red aura formed around her body, taking the form of a giant Minotaur. Then with the speed she was known for, she charged fourth, fully intent on impaling her former friend on her horns.

"NO!" Another voice called out as a giant yellow Cockatrace jumped in her way, it's eyes glowing brighter than ever before.

Almost instantly the Minotaur construct vanished and the aura surrounding Rainbow slowly dissipated. The young Pegasus slowly backed away as her mind was filled with the most horrific images she could imagine, the zombies that attacked her, Nightmare Moon herself, Gilda's body dead at her hooves...

"GILDA!" The Pegasus screamed in realization as she remembered when she had last seen her friend, she had to find her, warn her about this threat, but try as she might she couldn't summon the strength to move, the cockatrice had her frozen in place.

Twilight slowly made her way to Applejack's side while her construct kept the Pegasus busy. "Don't worry, I'll heal you up." She said as she started casting her spell.

"Thanks, how in the hay did you get her to stay still?" Applejack groaned as her wounds were healed. "Ah've never seen her that terrified before..."

"It's one of the special abilities of my ring, it feeds on the fear of my opponents." She explained that she finished healing her before turning her attention back to the fear-stricken Pegasus. Her ring glowed a second time at several large snakes slithered out of it and made their way towards Rainbow Dash, ensnaring her hooves and wings. Despite being practically frozen by the Cockatrice's gaze, she vainly struggled to get free. Applejack capitalized on this opportunity and quickly created several shackle constructs around her hooves and her neck.

"N-no... can't lose...m-m-must...not...**LOSE!**" She screamed, her overwhelming rage drowning out any ounce of fear she had in her body. With one mighty roar she shattered the snakes and chains that were constructing her, knocking Twilight and Applejack off their hooves.

"But that's….. my ring told me she couldn't break free!" Twilight exclaimed with a stunned look on her face as Rainbow glared in her direction.

"I should kill you right now but…. you showed me a friend, a REAL friend, that needs my help. So I'll kill you later. Same for you Applejack." Rainbow snarled as she took to skies towards Cloudsdale, leaving the two confused ponies behind.

"What did she mean by tha-" Before Twilight could finish, her armor almost immediately vanished. "What the-?"

_'Twilight Sparkle, your ring is at about 15% power..'_ Celestia's voice echoed from the ring, startling Applejack.

"DID THAT RING JUST BUCKING TALK?!" The apple farmer shrieked before taking a few steps back, only to notice that her own armor was losing it's glow. "Wait, the same thing's happening to mah ring...oh no! MAH FAMILY!" She shouted in panic before bolting off the ground and across the sky before Twilight could even get a word in.

"Twi?" The unicorn in question turned to see Spike running towards her. "Are you feeling ok?"

The lavender unicorn smiled at the dragon before lifting him onto her back."You don't have to worry about me Spike..." She trailed off as she turned her attention to Pinkie Pie, who was currently being carried by Rarity. "Her on the other hand..."

Before she could finish, a loud boom echoed through the sky as Applejack landed in front of the group with a large green bubble in tow, less than a second after she landed, her armor completely vanished back into her ring. "Whew! THAT was close!" She said as the bubble vanished as well, revealing Big Mac, Babs Seed, Applebloom, and Fluttershy.

"W-where...?" Fluttershy stuttered, having just been dragged out of the cave they'd taken shelter in and flown across Ponyville in mere seconds.

"Fluttershy?!" The shy Pegasus turned to see Rarity galloping towards her. "Oh thank goodness you're alright!" She said as she embraced her friend, tears falling from her eyes. "I was afraid those ruffians had gotten to you too!"

"Oh, I-I'm sorry I worried you..." She mumbled before noticing a familiar pink pony on Rarity's back. "Oh my goodness! What happened to Pinkie?!"

"Hey cuz look! She's got one of those freaky ring's too!" Babs exclaimed, pointing at Twilight.

Upon seeing this, Applebloom immediately backed away as her big brother stood in front of them protectively, snorting angrily at the unicorn.

"Oh, not again..." Twilight muttered as her ears flattened against her head.

Applejack immediately got in front of her family. "Now see here, this mare is nothing like those monsters we just fought! In fact she _helped me_ fight off a bigger threat a few seconds ago! She's already been accused of being one of those monsters once, and Ah won't let it happen a second time because of _mah own family!_" She finished, giving them all a stern glare. "_Understood?_"

Big Mac calmed down and gave her a standard "Eeyup." while her sister and cousin simply nodded.

"Thank you Applejack." Twilight stated before turning to the rest of the group. "Alright everypony-"

"Ahem!" Spike cleared his throat.

"-and Dragon, listen up!" She shouted, getting everyone's attention. "Our first priority is to get to Canterlot safely and warn them of the coming danger as soon as possible! We can take the route through the mountains and-"

"Hey, hold on!" Babs interrupted. "Why can't ya'll two just go down there and bust some heads?! Ya both have them super ring's now!" She stated, getting a nod of agreement from Applebloom.

"Ok, two things. One: Both of our rings are out of power we can't use them for a while." Twilight explained to the fillies.

To empathize her point Applejack held up her own ring, revealing it had lost it's glow all together, it's color now very dim in appearance. "Ah just used up the last of my energy getting you all here." The apple farmer explained.

"And Two: Even if we could there're still hundreds of zombies down there and we can't take them all on, not to mention the fact that their leader is an _Alicorn_ that successfully defeated Celestia!" Twilight finished explaining, only to turn her attention to her ring. "I of course mean no offense, Princess."

_'Of course Twilight.'_

Applebloom's jaw dropped. "DID THAT RING JUST-"

"Yes it did, and I'll explain everything later, but right now we need to get going. We still have a lot of ground to cover if we want to get to Canterlot by sunri-" Twilight blinked before remembering the situation. "Oh, right...eternal night..." She sighed as turned her head towards the large city on the side of the mountain. "Alright everyone, let's get going. It's gonna be a long trip..." She said before trotting towards the path leading up the mountain, begining the long journey to Canterlot.

The rest of the group soon followed, but not before giving a silent yet sorrow-filled look at the village they once called home...

* * *

Deep in the Everfree forest, Mitta, Ruby, and Granny Smith soared over the treetops with several Black Lanterns behind them, the harsh weather not bothering them as they closed in on their current target: The Castle of the Royal Pony Sisters.

The castle had truly seen better days, it was once the shining pinnacle of a Equestria was now nothing more than some old ruins, something their Queen sought to correct. As they flew towards the Castle they saw that several Black Lanterns had already arrived, some using their constructs to move the collapsed structures while others welded the stone together, rebuilding certain parts. As they landed, their group scattered and joined the others in restoring the castle to it's former glory. Granny had been among the ones that left, leaving Mitta and Ruby to report their failure to their Queen.

As they walked through the main hall they noticed that several tapestries had been ripped down and placed on a flaming pile in the middle of the room, specifically those featuring Celestia and the sun in any shape or form.

Suddenly, they caught sight of a bright light flashing in what they assumed was the throne room. They quickly flew up towards the room despite their instincts telling them to avoid the light. Upon landing in the room they saw their Queen firing an intense beam of dark magic at a glowing white orb. _**RRAAAGH! Curse this wretched light!**_ She screamed as the orb flickered and twitched as it was encased in a large darker orb, blocking out any light that emitted from it.

_**"My Queen, what...was that?"**_ Ruby asked as she approached the orb.

_**"A threat to my rule that has been...incapacitated..."**_ She explained as she glared at the orb. _**'..for now.'**_ She mentally added. _**"But that is none of your concern."**_ She continued as she turned to face the zombie duo. _**"There was a powerful light emitting from outside the village, were you successful in finding and destroying one?"**_

Mitta bit her lip while Ruby simply averted her gaze, causing Nightmare Moon to narrow her eyes. _**"You failed."**_ It wasn't a question, but a statement, laced with disappointment.

_**"My apologies my Queen."**_ Ruby said as she bowed in respect. _**"But the target we were pursuing got to it first, she was able to utilize it's power and defeat us."**_ She explained.

The Nightmare Queen growled in anger before casting a glance back at the orb behind her, she could see small flickers of light occasionally flash within the swirling dark clouds, as if it were mocking her. She scoffed before turning back to the two. _**"The one who utilizes the lights power, who was it?"**_

_**"A mare by the name of Applejack, she utilized the green light's power through a special ring not unlike our own"**_ Mitta explained.

Nightmare Moon scowled before turning her back to them. _**"You two are to oversee the rebuilding of my castle. I'll take care of these matters myself, begone."**_

Mitta and Ruby nodded and left, leaving the Queen alone with her thoughts, completing their next course of action. _**'While those light's were indeed dangerous, I can't risk sending too many forces after it and leaving Canterlot untouched long enough for my sister's Royal Guards to regroup and organize and attack.'**_ She thought to herself as she paced around the pulsating orb.

_**'I need to seize the capital now while I still have the element of surprise and the Guards are in disarray...but then again, those three lights are a threat and if one of them has chosen a wielder, chances are the others may have done the same. That is a loose end I can't leave hanging, least it come back to bite me later.'**_ As she finished her train of thought, her horn glowed for a second before four Black Lanterns appeared from the darkness, each of them wearing an outfit similar to Ruby and Mitta._**"You summoned us, my Queen?"**_ The lead mare asked.

_**"There is a new threat to my army, one that I cannot send too many resources to find least I lose troops for the invasion. You will work in teams of two and search the surrounding areas of Ponyville for any individuals wielding a power similar to our own. If you find the the wielders you are too kill them immediately!"**_ She commanded.

The four zombie ponies nodded before flying off, once again leaving Nightmare Moon alone in the room with the dark orb. Her horn started to glow as she vanished into thin air...

As the Nightmare Queen appeared in her old room, she felt something break beneath her hoof as she took step forward. Looking down she saw a broken picture frame. Lifting it with her magic, she blew the collected dust off the frame to reveal a photograph of a familiar-looking female Pegasus with a very light blue coat and a mane almost as white as snow itself. With a frown she tossed it aside before making her way towards a bookcase, pulling a hidden lever with her magic, the bookcase creaked and groaned as it shifted to the side, revealing a secret staircase.

_**"My Queen! We have a serious problem!"**_ A voice called out as a pony entered the room, it was a stallion with a grey coat and jet black hair.

_**"This had better be important, Grey Hoof!"**_ Nightmare Moon snapped as the bookcase shifted back to it's original place. _**"Now what is serious that you-!"**_ However before she could continue berating him, a loud roar echoed through the entire castle.

_**"It's a dragon, my Queen! My squad found it sleeping in a cave under the castle!"**_ Grey Hoof explained as the castle shook violently.

Nightmare Moon took off, ready to defend her castle. The moment she got outside she saw the Dragon assaulting several of her Black Lanterns, the huge Dragon was green and had limegreen spikes, sharp spikes emerged from its tail as it spewed flames at her soldiers, who were just barely fighting it off.

_**"You will rue the day you challenged the Empire of the Night!"**_ Nightmare Moon shouted at she darted forth with her horn raised, ready to obliterate the Dragon before her…

* * *

Meanwhile in Whitetail Wood much farther away from Ponyville, a small group of foals lead by a full grown mare made their way into a large field. "Okay, this is a good place to rest, we should be safe for now."

"A-are you s-s-sure we'll be safe here, Miss Cheerilee?" A young white colt with brown spots asked.

Cheerilee looked at the small group with sympathy, the group consisted of seven foals, three colts &amp; four fillies. The teacher sighed. "Listen children, I really hate having to say this but, there's no way we can go back to Ponyville now..." Before she could finish, Cheerilee was immediately assaulted by several complaints from the foals.

"Waddaya mean we can't go back?!" A tall colt with a snail cutie mark shouted.

"What about our parents?!" Cried out a short colt with a scissor cutie mark.

"What about my big sister?!" Shouted a blank-flank filly with red, curly hair. Cheerilee took a deep breathe as the comments kept coming but patience can only go so far before she blew her top.

"All of you please CALM DOWN!" She shouted, getting every foals attention. She took another breath before continuing. " Children, right now we don't know how many ponies made it out of Ponyville, and how many got turned into..._those things_..." She shivered, the image of the Royal Guard's hearts being torn out still fresh in her mind. "Look, the closest city right now is Van Hoover, if I remember correctly it should take us five days to get there, possibly four if the path through Unicorn Range is still intact."

"FIVE DAYS?!" The orange Pegasus shouted. "What about food?! We can't hike on an empty stomach!"

"I am aware of that, Scootaloo." The teacher stated. "There's a reason I brought you to this section if the woods, follow me." She said as she lead the group of foals out of the clearing. As they made their way through the woods, Cheerilee would occasionally look around, making sure none of the zombie ponies were lurking around, waiting to jump out if the shadows and strike.

Soon the group emerged on another clearing, however in the middle of this one was two story log cabin, the foals all gasped in surprise while Cheerilee just smiled. "My father used to take me hiking up here all the time." She explained. "We would stay in this cabin and left some supply's here just in case." She said as she walked towards the door, she looked under the doormat and fished out a key, quickly inserting it and opening the door to let the foals inside.

"I know it's not much, but it will make a nice safehouse for the time being." She said as they entered the living room.

A pink-coated filly with a tiara cutie mark snorted in disgust. "Ugh, safehouse? More like outhouse! This place smells worse than those rotting zombies that chased us!"

"Diamond Tiara-" Cheerilee was about to scold the young filly, only for Scootaloo immediately got in her face.

"Well then, maybe you'd like to go _back_ to those 'better-smelling' zombies!" The young Pegasus snapped.

Before Diamond Tiara could retort, a grey earth pony with glasses and a spoon cutie mark stepper between them. "And let them eat her fabulous brain?! Are you nuts?!"

"Ha, Celestia knows it wouldn't fill them up anyway." Scootaloo joked, causing the others to laugh.

"Alright children that's enough! Diamond Tiara, this place may not be up to your standards but we all have to make do with what we can." She before heading into the kitchen. "There should be a good amount of food here...it should last us the whole journey if we divide it up properly." She said as she opened the cupboard and pulled out a few cans. Some of it was peaches and other assorted canned vegetables, along with a few other snack foods that could withstand the test of time, healthwise not good, but it would suffice in keeping their stomachs filled for the long journey ahead. Cheerilee passed out some of the food, making sure that they would still have enough for the journey ahead. Scootaloo was given the canned peaches.

The orange Pegasus filly scooped up one of the orangey-yellow fruit slices and popped into her mouth. Her face immediately scrunched up, but, reluctantly, she chewed the morsel and swallowed it. In this crazy world filled with the living dead and an evil alicorn of darkness, this meal could be her last. Scootaloo was starting to depress herself so she threw another slice into her mouth, hoping that if she ate enough them they would taste less bitter. They didn't.

"Ugh!"

"How is it?" Twist asked.

"It tastes like Diamond Tiara's stupidity!"

"Wow, that rich huh?"

Everyone but DT and SS burst into laughter. It was no secret that the two fillies disliked Scootaloo, well to be fair they pretty much didn't like anypony in their class, and those with blank flanks even more so, but they pretty much really disliked Scootaloo. The two of them huddled into a corner away from the others, with Diamond eating some tasty cookies, and Silver eating some stale potato chips.

"She thinks she's such a comedian, stupid, flightless blank flank." Diamond grumbled.

"Don't worry about her, Diamond, she's just, like, jealous that she's not special like us," said Silver.

Diamond Tiara glanced at the Pegasus filly from across the room, seeing her laughing with the others gave her a sick feeling in the pit of her stomach. Diamond was the one with the money, the popularity, and everypony knew it, and feared her for it. Why was it that out of all these others, Scootaloo was the one out of all them that had the nerve, the audacity to challenge her?! _'Why did Miss Cheerilee even save her?! She can't even fly, and she's not important like me and, to a lesser extent, Silver Spoon! We already have two halfwits who don't even equal out to a whole brain! A little crybaby blank flank colt, and that four-eyed loser who can't even talk right! Ditching them would be doing Ponyville a favor!'_

Something popped into Diamond Tiara's head, her eyes narrowed as she looked upon her fellow classmates as they ate their given rations. A devious grin spread across her lips, a grin that did not go unnoticed by the gray filly sitting across from her.

"Di, what's wrong, you got that look?" asked Silver Spoon.

"Silver Spoon," Diamond reached out with her hoof and placed it over Silver's as she looked at the gray filly, "we're friends, right?"

The gray filly raised an eyebrow at that question, her cheeks tinting a shade of red at the contact. "Well, obviously, like, yeah…"

"And you trust me right?"

"Of course."

Diamond leaned closer to whisper into Silver Spoon's ear, "And we, y'know, like-_like_ each other and all, right?"

Silver Spoon shuddered from Diamond's breath as it passed by her ear. "Di, y-yes, where are you going with this?"

Diamond Tiara looked at Silver Spoon directly. "At this rate, Silver, I think we're going to die before we even make it to Van Hoover."

"WHAT?!"

The pink Earth Pony filly quickly slapped her hoof over her friend's mouth to quiet her. "SHUSH!" Diamond Tiara glanced back at the other five foals and Cheerilee, who was keeping a watchful eye out the window. None of them looked as if they had heard Silver, so Diamond removed her hoof. "Quiet. Now listen, with the amount of food we have, and with how many of us there are, I don't think we'll have enough food to make it there."

"N-No way, Miss Cheerilee said -!"

"Miss Cheerilee tells us stuff so that we won't worry, and she's a good teacher to do that, despite the detentions she gives us, but she's too kind, and that's the problem."

"Di, what are you saying, exactly?" asked Silver with trepidation.

"We need to get rid of the others."

Silver Spoon had to bite her tongue to keep herself from gasping out loud. At first she thought that Diamond Tiara was kidding, she'd often say things that would sound bad, wishing that the other foals in their class would move away, or just up and disappear. Silver Spoon agreed that they were insufferable and needed to go away, but she never contemplated getting rid of them. She knew it was a possibly dumb question, but she felt like she needed to ask it.

"Do you mean like…kill them, murder?"

Diamond Tiara giggled, for some reason she found amusement in Silver's line of thought. "No, no, nothing like that. Well, maybe, it depends on how you define 'murder' and 'killing somepony'. Those zombies go after living ponies, right? And when they get ahold of one of them, they stop to kill them. So all we have to do, if they come after us again, is make sure that they have somepony to eat so that the rest of us escape."

Silver Spoon sat there and digested her friend's words. Diamond Tiara was proposing that they sacrifice their fellow foals to get away from the zombie ponies.

"Just think about it Silver, this way, we'll have more than enough food for the trip to Van Hoover, and Cheerilee can focus more on taking care of _us_. I mean, after all, we're her students too, and we're also rich, our parents would pay her a lot of bits once we're safe. I mean, if that's not good enough incentive to make sure that _we_ make it out of this alive, I don't know what is."

Silver Spoon was silent for a moment, it was honestly starting to make Diamond Tiara worry that her friend was possibly going to chicken out on the plan. Or worse, blab to Miss Cheerilee what they were going to do. To be honest, Diamond loved Silver Spoon, she was practically as sister to her, well, "sister" wouldn't be quite accurate, at least not for what Diamond felt for her long time friend, and secret crush. But...that didn't mean that Diamond Tiara was far from being too trusting as to let Silver believe that she'd let the gray filly cross her. Her grades may not reflect it, but Diamond Tiara was smarter than she let on, just not in the way "normal" ponies thought.

After a tense moment of silence, Silver Spoon finally spoke. "Di, that is the darkest, and possibly the most cruel thing you've ever told me about…and it's brilliant!"

Diamond Tiara let out a little sigh of relief. "Of course it is, I came up with it."

"So~" Silver shifted her gaze back to the others. "who should be first?"

"It should be somepony who will give them a good fight…"

Diamond sized up each of her classmates. Twist was scrawny, but quick when she had to be. Snips and Snails were obviously going to stick together, and they had the added advantage being Unicorns. Although, their magic prowess was questionable, it was better than nothing, and would definitely slow down the zombies longer than just a fast running blank flank.

Pip was possibly a good warm up, but he more or less clung to Miss Cheerilee, being the youngest of the lot, so separating him from the teacher would be a task, and not good for their first try, especially with five others who could possibly witness it. And then there was Scootaloo. She's proven to the two rich fillies that she's not above getting rough with another pony, Scootaloo was a fighter, plus, she was a fast runner too.

"Scootaloo, definitely her."

"Oh Di, I couldn't agree more."

"Alright my little ponies, let's get some sleep. We need to get as much was we can before we leave."

None of the foals disagreed, they had been running and walking for hours and were more than ready for some sleep. The others placed what they didn't eat at the center of the room. Most of them curled up next to each other as they lied on the floor, both for warmth and comfort. Cheerilee waited for them to fall asleep so that she could get what food she could find and place it in saddle bags.

Meanwhile, as they rested, Silver Spoon huddled closer to her secret crush, brushing her shoulder against Diamond Tiara's. "We'll make it through this together, right Diamond Tiara?"

Diamond gave Silver a quick nuzzle, "Yes Silver Spoon, we will."

* * *

Back the mountains, Twilight and her group continued their hike. After making sure they had made some good distance between themselves and the zombies they had slowed down. The group had quite a ways to go before they reach their destination, however they had made good time as Ponyville was much further in the distance and it was before.

Twilight was up front with Spike sleeping on her back, Rarity was right behind her with her little sister on her left, on her right were Fluttershy and the still-silent Pinkie Pie, and bringing up the rear was the Apples, Applejack on the left carrying her little sister and Big Mac on the right carrying his cousin.

"Princess, this is taking too long, is there any way I can recharge this ring faster?" Twilight asked.

_'There is Twilight, but it will take some time for me to send you the means to do so.'_ Celestia responded, the ring glowing with every word she spoke.

"I hate to sound impatient, but exactly How long are we talking?" Yawned Spike as he slowly woke up. "Every second we waste is another those zombies need to catch up to us." He muttered.

_'I'm terribly sorry, I myself am still getting used to this power and sending it to you took up more energy than I expected.'_ Celestia explained.

"That reminds me, where exactly _are_ you?" Spike asked.

Twilight blinked, Spike had a good point, where exactly _was_ Celestia? Why hadn't she shown up when Nightmare Moon attacked? "Spike has a point, where exactly are you right now?"

Celestia was silent for a few seconds, as if contemplating on what to tell them, then she finally answered. _'In the moon'_

Twilight stared. "Princess, while I love and respect you, this is a very poor time for jokes."

_'I assure you Twilight Sparkle, I am not joking.'_ Celestia explained. _'When Nightmare Moon returned she overpowered me and sealed me in the moon that was once her prison. Do you see the mare in the moon symbol up there? That is me.'_

Twilight and Spike were speechless, they looked at each other, then up at the moon, the face of an Alicorn completely visible on it's surface. "B-but then, how were you able to send me this ring?" Twilight asked in confusion.

_'It was actually through a stroke of luck.'_ Celestia began. _'While I was sealed away, a powerful yellow meteor ended up crashing on the moons surface, upon seeing it's powerful potential I used what little energy I had left to send it to Equestria, allowing me to communicate with its inhabitants even in my sealed state.'_

Twilight stared up at the moon, uncertainty brewing within the depths of her heart. _'If Nightmare Moon could do that to the Princess, then what hope do we have?'_

Behind them, the rest of the group were having their own conversations.

"Um...R-Rarity?" The timid Pegasus mumbled, getting the Unicorn's attention. "I-I was wondering w-w-what happened to...to Pinkie..." She said, whispering the last part before casting a sorrowful glance at her friend. The normally happy-go-lucky pony was now completely devoid of any emotion, there was no skip in her step, her normally poofy mane was flat and straight, heck even her coat seemed to have taken a sort dim tone.

Rarity sighed as she turned her attention back to her timid friend."I...we had a rather...unfortunate run-in with Rainbow Dash..."

Fluttershy's eye widened in horror upon hearing her foalhood friend's name. What did she mean "unfortunate"?! Had Rainbow Dash become one of those horrid creatures?

"Yeah, she was glowing all red and had the same ring as those freaky zombies." Sweetie Belle interjected, causing Fluttershy's eyes to widen further with tears ready to erupt from them.

Rarity quickly remembered who she was talking to and spoke before she could start freaking out. "Now before you ask, I'm sure she's not one of them. In fact she made it perfectly clear that she intends to kill every single one of them." She explained while casting on another look back at Pinkie. "Sadly she ended up mistaking Twilight for a spy for those things and immediately started to attack her. Pinkie Pie tried to convince her that wasn't the case but...well..."

A pained sniffle from Pinkie got her attention, Fluttershy looked at her friend and noticed a bruise on her left cheek. _'Why...why would she do such a thing? I thought they were friends...'_

Back at the rear, Applejack sighed as she looked up at the moon, the face of an Alicorn still visible on it's surface.

"Say Applebloom...I'm kinda curious..." Babs said, getting her cousins attention."How exactly did ya know those zombie ponies back there? Were they friends of yours back when they were alive or sumthin?"

Applebloom's ears flattened against her head as she looked down in sorrow. "Yes...and no..." She mumbled as her whole body shivered, as if trying to repress a horrible memory.

"What in the hay do you mean by that?" Babs asked in irritation, getting the attention of her older cousins.

Applebloom sighed, knowing there was no other way around this. "Ah met them about a year ago...in the Everfree Forest..."

Applejack stopped abruptly and dropped her sister onto her flank, turning to her with a menacing glare. "And what in the nine pits of Tartarus were you doing in there young lady?!" She shouted in anger getting the attention of the rest of the group.

"It wasn't mah fault!" She explained as tears started leaking from her eyes. "Ah was playing ball with Twist when it bounced too close to the forest! Ah figured it was only near the edge Ah could just get it back easily, but when Ah got there Ah saw this little filly deeper in the forest!" She said while wiping the tears away. "Ah figured she might be lost so Ah called out to her, but she just went deeper. Ah was afraid if Ah left her something terrible would happen to her so Ah followed her trying to get her to come with me, but she wouldn't listen and eventually led me to..."

_**"Sunny Town..."**_ A dark, raspy voice called out, startling everyone. Out of the darkness of the trees stepped a brown coated Earth pony stallion with an orange mane. _**"It's so good to see you again...Applebloom..."**_

Applebloom's eyes widened in horror upon realizing who the zombie was. "G-G-Gladstone?!"

_**"Oh look! She really does remember us! "**_ A female voice called out, Twilight, Rarity and Fluttershy turned to see another female zombie Earth pony with a green coat and a mossy green mane land behind them. _**"Isn't that sweet!"**_ She giggled maniacally.

"Three Leaf?! You too?!" Applebloom shouted in horror. "What, was every single resident of Sunny Town turned into these monstrosities?!"

_**"To put it simply, yes!"**_ Three Leaf giggled as she bounced around, circling the group, for a moment Twilight thought she was talking to a green Pinkie Pie.

_**"You see little Applebloom,"**_ Gladstone explained. _**" when our Queen returned from her banishment she recruited all of the residents of our village into her Black Lantern army."**_

_**"And she not only gave us powers beyond our wildest beliefs, but she also lifted that pesky curse which allowed us to finally leave the Everfree Forest!"**_ Three Leaf giggled as she bounced next to Gladstone. _**"But enough about us, let's kill you!"**_ She smiled sadistically before darting at them with breakneck speed.

* * *

Rainbow Dash soared through the air, tearing through any zombie that was dumb enough to attack her, oddly enough there were very few of them this time around, had she really killed that many of them?

As she continued to fly she noticed she was passing over Sweet Apple Acres, she scoffed at the thought of her former friend. _'Traitors, all of them!'_ She thought to herself as she picked up speed. _'I'll show them, I'll show them all! I'll take down each and every one of these creatures!'_

The Pegasus was brought out of her thoughts when a black bolt of energy streaked past her, narrowly missing her wing. "Alright, who has the balls?!" She screamed in rage as she turned around.

Her would-be assailant was an Earth Pony mare with a white coat and an orange mane. To her right was a stallion with an orange coat and a blue mane, and behind him were two other zombies.

_**"The name's Starlet, fastest pony there is!"**_ She said with an arrogant smirk, she then gestured to the stallion on her right. _**"And this handsome devil by my side is Roneo."**_

If looks could kill (and if the two before her weren't already dead) Rainbow Dash's would have killed them five times before they hit the ground. This poser, this _fraud_, had the audacity, the _nerve_, and the _**GALL **_to call herself the fastest?!

Her armor glowed like it had been dipped in molten lava as acidic blood dripped from her fangs. "Really? YOU'RE the fastest? Then dodge this!" Rainbow roared as she bellowed forth a torrent of crimson napalm blood at the mare.

Starlet merely smirked as she dodged to the left in a fluid motion, letting the the torrent pass her by a mere few inches, but she was far from impressed by the display. The enraged Pegasus growled in anger and headed right for Starlet at a rapid pace. But the Earth Pony mare was not like the other Black Lantern minions, she was better, not just faster, but smarter. Just as Rainbow Dash lunged for Starlet, she smoothly let the Red Lantern pass right by her before quickly kneeing her in the stomach, knocking the wind out of her with a pained grunt.

_**"Is that your best? Honestly I'm disappoi-AGH!"**_ She screamed in pain as Rainbow Dash slashed her clawed hoof across her leg, severing it from her body and sending the limb flying off into the air as Roneo went after it. However she didn't stop there, Rainbow quickly brought her left hoof upward and sliced across Starlet's body, creating three large, glowing red gashes that burned like fire before darting back to avoid the other three BL's.

"Did you really think such a weak attack could hurt me?! I'm covered in armor dumbass!" She taunted as the two BL's charged at her while Roneo quickly reattached Starlet's leg.

_**"YOU'LL PAY FOR THAT YOU WITCH!"**_ She screamed in rage.

"Aww, what's wrong? Did ya chip a hoof?" RD smirked as she countered a strike from the first zombie, blocking it's beam before countering with her own, blasting off its head and sending it plummeting to the ground. The second zombie attempted to attack her from behind by launching twin claw constructs at her, the sneak attack quickly nailed her in the back, piercing the scarlet armor and digging into the vulnerable flesh underneath, causing Rainbow to scream in pain, but the attack also had a down side for the zombie as it caused Rainbow's back to leak some acid blood. The rage infused life essence quickly ate through the black construct hooks, shattering them to pieces.

"You mother bucker!" Rainbow roared as she punched away the zombie she was facing, her hoof sinking into its face as it was thrown from the force of her punch. She then turned her attention to the zombie stupid enough to attack her from behind. She gave a glare strong enough to make even the zombie panic, she bolted towards the zombie, intent on ripping it to shreds...

...only to be attacked from behind by Starlet, the zombie pony quickly grabbed her with her own claw construct and violently threw her to the ground below. Rainbow Dash quickly tried using her wings to slow her descent, only for Starlet to a appear in front of her and let loose a volley of punches with her dark claws. The attacks came swiftly and violently, cutting at her armor as each blow was landed. The barrage temporarily dazed her before Starlet slammed her knee into her stomach much harder than before, a shock-wave erupted from the attack of the strike, both from the point of impact, and behind Rainbow's back, and kicking her into the air.

Roneo and the two zombies quickly attacked the cyan Pegasus from behind, firing beams of dark energy at her back. Rainbow Dash screamed in agonizing pain as the combined might of the three beams sent her plummeting towards the ground.

_**"I'm not done with you yet!"**_ Starlet screamed as she aimed her ring at the falling Pegasus before firing a powerful black energy sphere straight towards her opponent, it hit Rainbow Dash seconds after she hit the ground and detonated immediately, obliterating everything around it.

Rainbow Dash's scream of pain was drowned out by the massive explosion...

* * *

The explosion echoed across that forest, sending shock-wave through the earth and causing the forest itself to rumble.

"What the hay was that?!" Pip called out as he awoke along with several other foals.

Cheerilee looked out the window and saw a massive explosion go off in the distance. Her first instinct was to make sure that the foals were alright.

"Is it the zombies?! It's the zombies isn't it?! Sweet Celestia they've found us! WE'RE ALL GONNA DIE!" Snips screamed in terror as Snails dived under a table in fear.

"EVERYONE BE QUIET!" Cheerilee shouted whilst packing her saddle bags. "I saw a few red flashes out there, the same as the pony that protected us when we were escaping Ponyville!" She explained, missing the way Scootaloo's face lit up at the mention of the pony. "From what I can tell she's currently fighting those things, hopefully she'll be able to stall them long enough for us to make some distance between them and us, now LET'S GO!" She shouted, leaving the room for debate.

All of the foals looked at each other for a few seconds before darting towards the door. However nopony noticed the casual glance Diamond Tiara and Silver Spoon gave each other...

* * *

Back in the mountains, Twilight and her group galloped as fast as they could. The two Black Lanterns raining down beams of dark energy upon their targets, Twilight's shield just barely managing to protect them all.

"Not to be 'that Dragon' Twi, but do you have any plans other than running?!" Spike screamed as a crack started to appear across the shield. "That shield's not gonna hold up forever!"

"I'm thinking, I'm thinking!" She said right before Three Leaf appeared in front of her.

_**"Running away without saying goodbye? That's just rude!"**_ She screamed before slamming her claw construct against the shield while Gladstone approached from behind.

"Well think faster!" Spike screamed before jumping off Twilight's back and getting in front of the white Unicorn. Fluttershy let out a loud "Meep!" as she hid behind Rarity, who clutched her sister protectively.

_**"Now, now,there's no need for you all to prolong your suffering."**_ Three Leaf cackled as she relentlessly attacked the shield. _**"Just give up and let us turn you and you can spend the rest of your undead lives serving our Queen, won't that be fun?!"**_

"I don't wanna die, I don't wanna die, I don't wanna die, I don't wanna die!" Babs screamed as she hid behind Big Mac, who despite putting on a strong face, was just as worried as she was.

"Keep calm everypony! We'll get out of this!" Applejack shouted.

"What's the point? It's hopeless..." Pinkie Pie mumbled. Everyone looked at Pinkie in shock as she continued to talk. "We've lost our home, most of our families and friends are gone, why are we still fighting?" She asked as tears fell from her eyes. "Sooner or later we'll end up just like them...we're all going to die..."

"NO! Just because we can't use our new powers now doesn't mean we should just give up!" Applejack shouted, straightening her hat. "Ah was willing to go against them even without that power, and Ah'm not about to chicken out just because Ah can't use it anymore!" As she said this, there was a small flicker of green from her ring...

Twilight smiled before wincing in pain as another bolt impacted on her shield. Everyone slowly huddled together as more cracks appeared and Twilight began to lose focus, the shield becoming smaller as a result.

Suddenly, a bright light erupted from Twilight's horn, temporarily blinding the two Black Lanterns, when the light died down the entire group was gone.

_**"Where'd they go?!"**_ Gladstone shouted as they looked around, only for several beams of magic to rain down upon the two Black Lanterns from above.

From up on the nearby cliff, Twilight smirked as her attack bombarded the two demonic ponies before turning back to the group. " Okay let's move, that should buy us some time but not a lot!" She explained as she ran past them with them following in hot pursuit.

"Nice save, Twilight!" Spike said.

"Yes, that was a close call..." Rarity exclaimed as she lifted Sweetie Belle onto her back. "But can you explain to me why you can't use your teleporting spell again? It seems pretty effective..."

"I've never used the teleporting spell while holding up a shield at the same time!" The lavender Unicorn explained as the group approached a long stone bridge leading over a valley right next to a huge waterfall. "That last spell took a lot out of me and I need to preserve my strength."

_**"Awww! Ain't that a shame?!"**_ A voice called out from above. Three Leaf immediately swooped down towards the group. They quickly tried to turn back but Gladstone landed behind them.

_'Oh great! Stuck between a rock and a hard place!'_ Applejack thought as the the duo advanced on them from either side. Big Mac snorted in anger as he stepped towards Gladstone while Twilight tried to charge up another spell, sadly all that came out was a few small sparks.

_**"Looks like you're all out of options! What'cha gonna do now?!"**_ Three Leaf taunted as she created twin claw constructs and charged down at them with a insane laugh.

"I DON'T WANNA DIE!" Applebloom and Babs screamed as they hugged each other in fear.

Suddenly Twilight heard someone take a deep breath before the sound of a roaring fire was heard. A huge ball of green flames hit Three Leaf dead on, engulfing her entire body. The Black Lantern, unprepared for such an attack, was sent flying into the waterfall and could only scream in rage as she was washed towards the bottom of the waterfall before being swept away by the intense current.

"And don't come back!" Spike shouted while snorting smoke from his nostrils.

"WOW! THAT WAS INCREDIBLE!" Applebloom shouted in joy.

"You were so brave!" Fluttershy stated meekly.

"Ohhh, my little hero!" Rarity proclaimed before giving him a small peck on the cheek, causing him to blush.

"And that's why you're my number one assistant!" Twilight smiled at the young Dragon with pride.

"And then there was one..." Twilight turned at the sound of Applejack's voice to see the Apple Farmer and her brother glaring at Gladstone menacingly.

Gladstone wore a look of outright shock, his jaw hanging open like a gaping fish, he had an expression that clearly said that this was not part of the plan.

"HAH! Ya see that?! Ya crazy friend's sleepin' with the fishies now!" Babs taunted from behind her cousin.

Gladstone shook his head before snarling at the group. _**"If you think for a second that the tables have turned, then you're sadly mistaken!"**_ He shouted in rage before charging forward with his ring glowing menacingly.

Unknown to him however, the moment of Three Leaf's defeat was just the amount of time Twilight needed to charge up another attack, with little to no warning she charged forward, her horn glowing intensely.

Gladstone immediately fired a beam of dark energy while Twilight fired her own, both beans hit each other before creating a giant explosion that sent the group flying back and practically obliterated the bridge they were standing on.

The impact sent Gladstone flying into the waterfall, meeting the same fate as his ally. While Twilight was sent flying over the edge she quickly found her right hoof being grabbed by Big Mac before he hoisted her up and put her on his back.

"GIRLS!" Everyone heard Applejack call out, having been nearly knocked over the edge herself but was closer to the end of the bridge. "THE BRIDGE IS COLLAPSING!" She shouted, pointing at the opposite side as several chunks of the bridge started to fall off.

The stallion immediately sprinted towards the other end of the bridge where Applebloom and Babs were already waiting. However when Twilight looked back she noticed Rarity running towards the collapsing part.

"SWEETIE BELLE!" She screamed in terror, the rest of the group turned to see the young Unicorn vainly pulling Fluttershy's tail with a certain dragon on her back, the two having apparently been knocked out by the impact of the explosion. The situation was made worse by the fact that the bridge was still collapsing and at the rate she was moving she wouldn't be able to outrun it.

Rarity charged forth and immediately grabbed her sister before using magic to toss her towards the group where she was caught by Applejack, but before the fashionista could move to save the other two, the bridge collapsed under her hooves, dropping the three into the rushing stream below.

"SISTER!"

"SPIKE!"

"FLUTTERSHY!"

The group could only scream in horror as Rarity, along with the unconscious Fluttershy &amp; Spike fell into the water and, like the two Black Lanterns before them, were washed away by the current...

* * *

"OK what in Tartarus is going on?!" The cyan Pegasus groaned as slowly crawled out of the crater made by Starlet's last attack, her armor was cracked in several places and parts of it were even starting to fall off, much to her shock. "How is that possible?! None of the other zombies managed to hurt me, and yet this one is cracking my armor..."

_**"It's very simple..."**_ Starlet smirked as she landed in front of her._**"Roneo and I are different from the other Black Lanterns you've faced! We are the elite warriors of our Queen's army!"**_

"So basically you're a pair of overglorified mooks with a power boost, big deal!" The cyan Pegasus snarled before charging at her, intent on wiping that smug smirk off her face, only for Roneo land in front of her and deliver an uppercut to the face, the force of it sent her flying into the air.

Despite the searing pain, Rainbow Dash managed to stabilize herself in mid-air just as the other two Black Lanterns attacked again. She quickly summoned two giant claws and grabbed them both, slamming them into each other before throwing them towards Roneo, who simply batted them aside.

_'Wait...where's-'_

_**"SURPRISE MOTHERBUCKER!"**_ Starlet smirked as she descended from above, slamming her back-hooves into her and sending her spiraling downward once more. Before she hit the ground however Roneo darted forth and slugged her across the face, sending her barreling through several trees in the process. Rainbow impacted the ground like a cannonball, causing many of the trees to fall on top of her.

"OK, I'm getting real tired of this shit!" She growled. Rainbow got her forehooves under the tree as she lifted it off her, the two zombies from before quickly charged her, only for her to swing the tree like a baseball bat, sending them flying across the sky.

_**"You and me both!"**_ Roneo calmly stated as he shot out of the shadows. Rainbow Dash narrowly dodged the sneak attack and took to the air, only to find Starlet rushing towards her. Before the cyan Pegasus could react, Starlet suddenly appeared in her field of vision. The zombie mare drew back and headbutted Rainbow right between the eyes, causing her wail in agony from the sharp pain.

Roneo then appeared next to Starlet and the two assaulted her with a barrage of punches and kicks, their rapid attacks appeared as streaks of black energy raining down from every direction. Rainbow Dash brought up her forelegs, trying to block and/or dodge as many as she could.

Suddenly the two zombies from before darted behind her and fired twin beams at her back, RD however saw this out of the corner of her eye and quickly flew up and out of the way. Roneo and Starlet saw the beams sail towards them, but one quick backhoof swatted the two beams off to the sides, and looking slightly peeved that their incompetent subordinates couldn't figure out a better way to attack.

Glaring down at her targets, the cyan Pegasus took a deep breath before firing a torrent of crimson blood at the two from above, the duo barely had a chance to put up a shield before they were buried under the acidic blood and forced into the crater made from Starlet's last attack. She didn't stop until it was completely filled, trapping them in a bubbling pool of her acidic blood.

"OK...two down..." Rainbow Dash gasped as she wiped the blood from her lips, smirking at her handy work before turning her attention to the two remaining zombies, who seemed visibly freaked out that she had just taken down two of their Generals.

"...and two to go!" She snarled before charging at them, the two zombies quickly turned tail and fled into the forest with the cyan pegasus hot on their tails.

* * *

"This way children, hurry!" Cheerilee shouted as she lead the foals across the bridge leading over a river and towards the northern part of the forest. She looked back to see that several explosions were going off near where her old cabin was, and they were getting closer...

Not too far from there, the two Black Lantern's swiftly and silently flew through the shadows of the forest, hoping to elude their pursuer...which was easier said than done. The enraged Pegasus would occasionally fire a blast of energy down at the trees in hopes of flushing them out or simply outright obliterating them.

"OLLY OLLY OXEN-BITCH!" Rainbow Dash called out while firing another blast of crimson lightning into the forest. The two quickly darted to the left, narrowly avoiding another blast. They ended up flying towards the river and immediately heard several voices coming from downstream. Realizing they had found some survivors the two quickly darted towards the source of the voices, intent on turning them and increasing their numbers-and hopefully-chances against the enraged Pegasus...

Cheerilee watched as Snips and Snails crossed bridge, followed by Twist and Scootaloo, then Diamond Tiara and Silver Spoon, while Pip clung to her leg, making sure all the foals were with her she made her way across the bridge herself...only for Twist's scream to get her attention.

At the other end of the bridge she immediately saw what was the problem was, the end of the bridge had been blocked off by one of the zombies who was forcing the foal back onto the bridge, some of the foals quickly tried running back to the other end only for one to land behind Cheerilee as well.

The two zombies slowly advanced on the now-trapped group of foals, ready to turn them into the newest members of their army, when suddenly...

"HI GUYS! YOU REMIND ME OF SOME ASSHOLES I'M GONNA KILL!" The cyan Pegasus screamed as she landed in front of the zombie and cleaved it in half with her metal wing.

"So! AWESOME!" Scootaloo called out as the cyan Pegasus kicked the remains into the river before turning her attention to the remaining zombie that had started to back away.

"And then there was one..." She said as she advanced on the lone Black Lantern.

Cheerilee, seeing an opportunity quickly called out to the other foals. "Everypony run now!" The children didn't need to be told twice and immediately ran across the bridge and into the forest, as Cheerilee ran after them she briefly turned to the Pegasus. "Thank you so much!" She called out before running after the foals.

"No problem!" Rainbow Dash said without looking, she smirked as she charged at her target...

_**"SURPRISE BITCH!"**_ A familiar voice shouted, Rainbow Dash barely had time to blink before she slugged across the face and sent flying into a tree. _**"Thought you'd seen the last of me huh?!"**_ Starlet shouted before Roneo landed next to her.

Rainbow Dash snarled as she got up from the attack, "Why the hell are you still-"

_**"Oh, we just created drill construct to escape."**_ Roneo smirked before turning to the remaining zombie. _**"Go after them."**_ He commanded, pointing in the direction the children had flead. The zombie nodded and took off.

"What? NO!" Rainbow Dash screamed as she tried to chase after it, only to be intercepted by Starlet.

_**"Roadblock bitch!"**_ She screamed while giving her an uppercut to the face.

"Okay seriously, this shit is getting old!" She screamed as she stabilized herself in the air. "Will you just PISS OFF already?!" She shouted before firing another crimson bolt of energy.

Roneo and Starlet dodged the bolt and charged towards her. However unlike before, Rainbow Dash was more focused on getting to the kids first and flew off in the direction they went, hoping to get to them before the lone zombie did.

Sadly, Starlet caught up with her almost immediately and grabbed her tail with her claw construct. _**"Oh no ya don't!"**_ She smirked as she yanked her back before Roneo shot up from below and slammed his hoof into her stomach. Rainbow Dash let out a roar of anger that emitted a powerful shock wave, pushing the two back.

_**"I think it's about time we put an end to this..."**_ Roneo stated as his ring glowed ominously.

_**"Oh I couldn't agree more!"**_ Starlet cackled with glee as her own ring did the same, both of their rings energy seemed combine together as they were encased in a black orb of their own power, then the orb began to grow.

Rainbow Dash could only stare in horror as the orb grew to the point where you could probably fit all of Ponyville inside it. It was a monstrous beast that resembled a bird of some kind, tire body seem to be made out of some sort of strange nebula with stars inside it.

_**"Behold! Our ultimate combined construct!"**_ The giant bird screeched in a distorted combination of both Starlet and Roneo's voices. _**"The Dark Phoenix!"**_

Rainbow Dash snapped out of her stupor before firing a crimson both of energy at the creature before her. However the Dark Phoenix simply batted the attack away like it was nothing.

_**"Was that really your best?! Well then, let us show you ours!"**_ The Dark Phoenix snarled before twin beams of dark energy shot from its eyes, the cyan Pegasus tried to avoid it but was immediately struck by it's talons. Before she could recover it struck again with lightning speed, sending her spiraling towards the ground again...only to appear below her and smack her with its wing, sending her flying skywards. Before she could stabilize herself Dark Phoenix flew off to intercept her and grabbed her with it's talons.

_**"Now to finish you off once and for all!"**_ It proclaimed as it began to crush her between its talons, with Rainbow Dash just barely pushing them back.

_'No...I can't let those kids become victims of these things too! I have to save them, but these two won't give me an opening!'_ She thought to herself as she heard another explosion from the forest, that zombie must have been spotted them! _'Darn it! Those poor kids need my power, but how can I...?'_ Rainbow Dash's eye widened as her ring began to glow...

As the giant construct gleefully continued to squash its target it suddenly shrieked in pain when a red light burst from it's talons, ripping them apart in the process. As Rainbow Dash busted free, she took a moment to watch the red orb of energy that contained a good amount of her power heading towards the northern end of the forest. She silently prayed that it would find the right pony to choose and kill those creatures before turning her attention back to the beast before her that was giving her the mother of all death glares.

"So you wanna go a few more rounds!? Fine then! I'll show you what I'm made of!" She screamed as her rings aura began to shift and distort before becoming a giant construct of its own: a scorpion.

With a roar of unrivaled rage, both constructs charged at each other, fully intent on defeating their opponent...

* * *

Scootaloo gasped as she continued to run, her confidence in the situation was slightly boosted thanks to seeing Rainbow Dash kick the zombies' assess, but she knew they were still being followed, there was only one of Rainbow Dash, and many of the undead. Scootaloo looked around as she tried to find the rest of the group, Cheerilee was still some ways behind them, she thought so anyway, but she hoped that the others were still close by, strength in numbers and all that.

_'Even if those number include Diamond Tiara and Silver Spoon.'_

Part her wished Cheerilee never saved them, but she couldn't think like that, not now. Scootaloo had read comics about ponies who would go through life altering situations like this, and would sometimes change for the better, so there was that, I mean, what's more life altering than being invaded by an army of the undead led by a alicorn that was once trapped on the moon.

As Scootaloo continued to run she spotted something in the distance, something pink and glittering. After running closer to it, she realized that it was Diamond Tiara. She was lying on the ground, unmoving, with soft little whimpers echoing in the forest. The orange Pegasus filly stopped momentarily, looking back behind her to see if the zombies were anywhere close to them. Scootaloo then glanced back to the still form of Diamond Tiara, part of her believed that this might be a trap by the zombies, Celestia knows that they were tricky bastards.

_'Still…if she's hurt then I just can't leave her here…Dammit, you owe me one Diamond!'_

Scootaloo ran towards Diamond Tiara, she constantly glanced around to make sure that they were alone, if there was one thing she wasn't about to do, it was dying saving Diamond Tiara.

_'No, don't think that way, Rainbow Dash wouldn't, she'd help and protect others, even if they were ponies like __her.__'_

Scootaloo approached Diamond Tiara, tapping her on her back with her hoof. "Diamond…Hey Diamond wake up! C'mon we need to hurry, are you dead or something?!"

The pink Earth Pony filly slowly opened her eyes, she lazily looked up and met Scootaloo's gaze. "Oh…it's you."

"Yeah, it's me, the blank flank, the Pegasus who can't fly, blah, blah, blah. Can you get up?"

"Of course I can…" Diamond Tiara slowly propped herself up on her forehooves and steadily worked her back hooves under her. Once she was standing up again, Diamond Tiara looked at Scootaloo, almost appraisingly. "So, you're the only one, huh?"

"Only one what?" she asked in confusion.

Diamond Tiara shook her head. "Never mind, where are the others? Did you see where they went?"

Scootaloo nodded, "I think so, some of them must be ahead of us, I haven't seen Miss Cheerilee yet though. She might've gone around to try and catch up to the rest. If we hurry we can catch up with them too, and hopefully find them before those zombies do."

Diamond Tiara smiled at Scootaloo, "I can't believe you actually came to help me."

"Yeah well, don't get used to it."

"I mean it, Scootaloo-"

"Wait," She interrupted. "what did you just call me?"

"Scootaloo, that _is_ your name, right?"

The Pegasus filly stared at the rich filly with confusion yet again. "Y-Yeah, but you always call me a 'blank flank', or uh…chicken…"

"Yeah, I do don't I? But you actually stopped to save me, even though you knew all that." Diamond Tiara started to walk slowly towards Scootaloo, causing the Pegasus filly to instinctively walk backwards.

"Well…I-I couldn't just leave you here…I mean, Miss Cheerilee would be mad and…your mom and dad would be sad if something happened to you…" Scootaloo found herself backed up against a large tree, with Diamond Tiara staring at her with half-lidded eyes.

"You know…" Diamond Tiara got closer to Scootaloo, placing the tip of her right hoof against the Pegasus' chest and causing her to flinch slightly. "Since we're alone, and since there's a good chance that all of us might not make it out of this nightmare alive, I think I should tell you something."

Scootaloo gulped, and for some reason, found her face getting slightly hot. "W-What…?"

Diamond Tiara leaned closer to her, brushing the fur of her cheek against Scootaloo's. Her eyes then shifted to her left for a brief moment before a devious smile crossed her lips. She then whispered softly into her Scootaloo's ear. "Thanks for being dumb enough to stay behind."

"Wait, what-!"

*THWACK*

A sharp pain erupted from the back of Scootaloo's head, making her fall forward, curling into a ball, and wailing in pain. She squirmed on the ground as her head continued to throb with the same sharp pain, causing her to feel dizzy. Scootaloo then heard something drop in front her, she opened her watery eyes and saw a rock, stained with what looked like blood. She drew back one of her hooves and brought it in front of her, noticing that it was wet and red.

_'That's…That's my blood!'_

Scootaloo then saw Diamond Tiara's hooves walking in front of her, followed by gray hooves coming from the opposite side.

"Nice timing Silver Spoon."

"No problem, but, did you have to act like you were going to kiss her?! Seriously?!"

"Oh hush, like I'd even think about it. Besides, why would I when I have you."

Scootaloo dared to look up and witnessed, possibly, the second grossest thing in her life. Diamond Tiara and Silver Spoon kissing each other, right in front of her no less! And what was worse, they were doing so in a romantic, mushy way, eyes closed and everything. Scootaloo would've gagged if her head wasn't in so much pain. Unfortunately, the two rich fillies noticed Scootaloo's gaze and grinned at her.

"Oops, looks like our secret's out." said Diamond Tiara.

"W-What…I don't understand…!"

"What? Me and Silver kissing, or us leaving your pathetic self out here for the zombie ponies?"

That last part caught her attention, Scootaloo tried to get up, but Diamond Tiara immediately kicked Scootaloo in the stomach, forcing the wind out of her lungs and causing the Pegasus filly to cry in pain.

"What a crybaby, I thought she was tough." said Silver Spoon.

"Guess she's not as much of a tomcolt as she looks." said Diamond, chuckling in bemusement.

"Why…Why are you doing this to me…?" Scootaloo asked pathetically, her limbs laying loose on the ground, not knowing what to clutch, her head or her stomach.

"We need a decoy in order to draw those undead monsters away, it's that simple." said Diamond.

"And besides, nopony will, like, miss you or anything, everypony knows you're an orphan and that you live alone." Silver Spoon mocked.

Scootaloo gritted her teeth and tried to get up as she stared down the demented bullies. "Y-You're wrong! I-I'm not an orphan, I have a mom!"

Diamond Tiara slammed her hoof back into Scootaloo's stomach, repeatedly, practically stomping on her. "I am so sick and tired of you talking back at me!" One of her stomps landed on Scootaloo's lift hind leg, giving it an audible snapping sound and causing Scootaloo to scream in pain. "Always acting so tough, and getting in my face over..." her next stomp landed on her chest as the Pegasus filly tried in vain to defend herself, "...and over, AND OVER AGAIN!" Diamond's last stomp landed directly on Scootaloo's left wing as she tried to roll away.

Scootaloo let out a scream stronger than any she had let out before. The pain was unbearable, it was a noted fact that Pegasus wings were sensitive to a degree, and right now, Scootaloo was experiencing that fact first hand. The pain was so great that it caused her to throw up what little contents her stomach had onto the ground. She dared to look at her wing, which was now bending at an unnatural angle, which only made her retch again. Diamond Tiara and Silver Spoon made disgusted expressions upon seeing Scootaloo throw up, twice.

"Oh that is, like, so totally gross!" Silver Spoon exclaimed. "Oh and Di, you might want to stop there. She can't lead those zombie ponies away if she's too beat up to run."

Diamond Tiara conceded that Silver Spoon had a point, but it was just too much fun. She had often fantasized about getting back at Scootaloo, of all the different ways she would make her regret ever standing up to her. But, sadly, this would have to do. Getting eaten by zombies is a good enough way to get back at her, only slightly though. As if to reaffirm Silver's decision, they could hear hissing noises and cursing coming from the distance, along with the various snaps of tree branches.

"We'll be leaving now, but don't worry, you'll have some company real soon." Diamond Tiara leaned her head down and spoke into Scootaloo's ear, making said Pegasus flinch, believing another sneak attack was coming. But instead, she felt Diamond give her a quick peck on the cheek. "You're cuter when you're a mess, what do you think Silver Spoon?"

The gray Earth Pony filly nodded, her smile just as devious as her fillyfriend's. "Definitely."

The two fillies then made a run for it, saying one last thing as they ran. "Goodbye, blank flank!"

Scootaloo was lying there, in pain, and soon to be dead. She heaved and panted, her stomach was sore, her chest felt crushed, and her wing…her wing was broken. Any hope she had of ever flying was destroyed, more accurately, any hope she had of living was gone. Scootaloo, painfully, dragged herself up onto her hooves, well, the three that were working. She limped in the opposite direction of where Diamond and Silver went, she thought about going after them, but if she did then her classmates would get caught in the crossfire. If there was any pony she was going to take down with her, then it would be those two psychotic bitches alone.

The whole time she limped, Scootaloo's mind would constantly ask the same questions over and over again. Why did she have to stop and check on Diamond?! Why was she being punished like this?! These thoughts ran through her head several times, her anger building with each repetition. _'Why…All I ever did was stand up to them…Why is that such a bad thing?! They're bullies, you're supposed to stand up to them! That's what mom always told me, and mom would never lie to me…Mommy… it hurts…It hurts so much…!'_

The lone zombie emerged from the shadows, having picked stealth over speed in case the cyan Pegasus got past its superiors again. It licked its lips upon spotting the dying Pegasus, in its eyes a yellow light seemed to be growing inside her, a red light was visible to it as well, but seemed to be getting bigger. The zombie paid it no mind as it slowly approached its easy prey...

Scootaloo took another limping step forward, but her balance was thrown off, causing her to crash back to the cold, unforgiving dirt. She sobbed and wailed as tears streamed down her face, the pain, along with the bleakness of her situation was starting to get to her. She was going to die out here, in this dark forest, cut off from her friends, family, and even her hero.

_'…All because I wanted to help that spoiled…manipulating… psycho bitch and her just as psycho fillyfriend!'_

***Ba-Dum***

_'Damn you Diamond Tiara, Silver Spoon…Damn both you to Tartarus!'_

***Ba-Dum***

Scootaloo started rise up from the ground, her teeth gritted and her brow furrowed as she focused on this. Her anger, her hatred for those two fillies, yes, this is what she would use to keep moving. She wasn't about to die because of them, not like this, not ever! Scootaloo put pressure on her fractured left hind leg, grunting loudly as the searing pain shot up her hind leg and almost made her throw up again. But she held back, through sheer anger she kept it down. Scootaloo wasn't going to be part of Diamond Tiara's and Silver Spoon's plan. She'd show them, she was going to live!

***Ba-Dum***

***Ba-Dum***

***Ba-Dum***

_'I swear I'll make them pay for what they did to me! Those BITCHES will bleed and cry after I'm through with them! And I dare any of those undead plotholes to try and kill me, I'll tear out THEIR hearts!'_

The Black Lantern stopped and watched as the filly's inner light changed, where once it was yellow now it had become blood red. Fear was sweet, but Rage was spicy, which would make for an all the more delicious meal. The Black Lantern pony flew at Scootaloo, about to pounce on her from behind. That is until a red bolt of light streaked through the trees and struck Scootaloo, surrounding her in a sphere of red light. The power of the light threw the Black Lantern back, sending him flying into a tree.

Within the sphere, Scootaloo felt pain once again, hot, searing pain. But it was, strangely, empowering. Red fire appeared all around her in a circle, and floating before her was a red ring. At first Scootaloo backed away from the ring, but, as she looked upon it, she noticed that the insignia that was on it matched the same one that was on Rainbow Dash's armor. That's when it dawned on her, this ring, this was the same power that Rainbow Dash used to beat the zombies, and it appeared before her too.

_'Scootaloo of Equestria, you have great rage in your heart!'_

Suddenly the ring flew to her right hoof and slipped around it.

_'You belong to us.'_

Suddenly Scootaloo felt like every vein in her body was on fire. Something started to build in the back of her throat, it continued to build more and more until she finally vomited out a large amount of her own blood onto the ground. At first this frightened her, seeing such a copious amount the red liquid splatter before her hooves. But fear was quickly squashed out when the blood was replaced by the liquid fire of rage. It spread throughout her body, changing her into something stronger than she ever dreamed. She felt as her wing snapped back into place, giving it a test flap. The fracture in her left hind leg immediately healed as well, and the pain itself was quickly dulling

The sphere then shattered into crimson fiery embers, revealing the newly transformed Scootaloo. Her forelegs and were covered in plated armor, her shoulders had curved pauldrons that gave the illusion of feathers. On her back, something else had occurred, Scootaloo's wings were now metallic, but unlike Rainbow Dash's, quills protruded outwards, making it look like her feathers had turned into metal spikes, right below her original pair of wings was a second pair, same as the first in length shape and size, for a total of four wings. Her hind legs up to about halfway to her flanks was covered in the same armor as her forelegs, but at the sides of her hooves were three feathered wings, symbolizing her swiftness. Her chest plate had the insignia of the Red Lanterns, glowing menacingly. Her mane became longer, like purple fire, with a headband wrapped around it, with metal wings sticking out from it.

Scootaloo looked upon the Black Lantern, her eyes burning with pure rage as she stared down the undead creature. The Black Lantern was hesitant, knowing how tough the cyan Pegasus was with such a ring, but then again, this was a filly, a child, and the other had had the ring for a while now and knew its powers. She just got it and knew next to nothing of how to wield a ring properly. Bolstered by this thought, the Black Lantern charged for the filly, preparing to rip her heart out.

The undead stallion thrust its hoof forward, but found it making contact with the ground, creating a small crater where Scootaloo once was. There was sort of humming sound, coupled with a chingling. The Black Lantern looked around but couldn't find the source of the sound.

"UP HERE DIPSHIT!"

Scootaloo was flying above the Black Lantern, the four wings upon her back were vibrating at a high rate of speed, glowing with sparkling scarlet light as particles of that same light appeared in her wake. Scootaloo continued her nosedive, but flipped around, her tail had become the same as her mane, fiery and blazing, she then tail whipped the Black Lantern, bringing it down for a vertical slash. The undead stallion moved to the right, but not fast enough as the flaming purple tail sliced right through its left arm. Scootaloo landed back on the ground flawlessly, she then glared at the Black Lantern stallion, clutching its dismembered stub as it returned her glare.

In the blink of an eye she disappeared yet again and appeared right before the Black Lantern's eyes. She then punched the undead stallion, burying her left hoof right in the creatures' face and sending it flying. The zombie pony smashed through several trees as it continued to sail on. Scootaloo zipped through the trees, following the Black Lantern, she then got in its flight path and cocked back her right foreleg. The ring shined with the red light of Rage, setting her hoof on fire. When the Black Lantern appeared, Scootaloo slammed her right hoof into the zombie's chest, bringing it back down to the ground and creating an explosion of crimson light.

The zombie laid motionless in the smoldering crater and attempted to get back up as its body began the regeneration process, but Scootaloo had other plans. She dive bombed and landed right on top of the undead stallion's chest, crushing its ribcage and making it spit up black ooze. Scootaloo then stood on her hind legs and began to mercilessly pummel the zombie's face with her hooves, each impact sending a powerful shockwave through the ground. But she didn't stop there, whether by instinct or knowhow, Scootaloo created crimson claw constructs over her hooves, the claws flexed before she started tearing the zombie apart.

Entrails, black ooze, limps, and bits of the uniform went flying everywhere within the crater, some of it coating Scootaloo's armor and face.

_'I will not die! I will never let you kill me! I will get Diamond Tiara and Silver Spoon back for leaving me to die! And when I do - THEY! WILL! BURN!'_

Scootaloo flew up once again, but stopped once she was at least twenty feet in the air. She then drew back her head and bellowed out a torrent of the acidic napalm blood onto the remains of the torn up Black Lantern. The liquid rage ignited, exploding within the crater and filled it up, turning it into a bubbling cauldron of death. The Red Lantern filly hovered back down to the ground landing a few feet from the crater's edge. She panted and huffed, the remnants of the black ooze on her armor and face were burned away by the heat of her rage, she felt tired but was otherwise alright. She then turned around and began walking in the direction she believed Diamond Tiara and Silver Spoon went. Her movements were sluggish as she trudged along, suddenly not having the strength to fly again.

_'I'll find them…! I'll make them pay…! They will…They…'_

The Pegasus filly then dropped to the ground, feeling extremely tired and drained despite her massive power boost.

_'I need…a nap…'_

She then closed her eyes and fell asleep, exhausted from her ordeal.

* * *

Several miles from Whitetail Wood, a lone Griffon soared through the sky's. She was covered in several scratches and bruises and her left talon was bleeding.

Gilda hissed in pain as she flew, while Rainbow Dash had provided the distraction needed for her to get out of Ponyville, some of those zombies still spotted and attacked her. While she had managed to escape, they still managed to get in several hits.

But still she pressed on and continued her journey, she had to get to the city, she had to warn them...for Rainbow Dash...

She passed over the mountain, she could see the tops of several cloud buildings in this distance. A small grin spread across her face, she had made it! She could still warn Cloudsdale! Rainbow Dash's sacrifice wouldn't be in vain-

Gilda stopped as her beak dropped open in shock and horror. "No...it can't be..." She chokes as she stared at the horrific sight before her...

Cloudsdale was already under attack.


	4. Rise and Fall

Rainbow snarled as her red scorpion clashed with the Dark Phoenix, the scorpion lunged at the Phoenix with it's pinchers catching the wing of the fire bird construct. The Dark Phoenix used its talons to slash at the scorpion's pincer, but just as it raised up to slash, the second pincer caught the talon before it could strike. The Dark Phoenix thrashed against the vice like grip of the scorpion, feeling its serrated pincers begin to slice into its construct body.

Inside, Roneo and Starlet used their concentration and the power of their rings to keep the Dark Phoenix from falling apart, that is, until, they saw a giant red stinger heading right for the heart of their construct. The two Black Lanterns moved to the sides just in time to watch the stinger tail of the scorpion pierce through the Phoenix's chest and out the other side. The construct let out a screech of pain from the attack. Rainbow Dash motioned for the scorpion tail to retract, with yet another motion and flash of the ring the stinger began to glow with red light.

Upon her command the stinger fired a beam of crimson light right at the head of the Dark Phoenix, dragging down till it completely sliced the creature in half. The scorpion let go of the remaining pieces, letting the two halves fall. Rainbow Dash smirked at how easy it was to dispatch their so called "ultimate attack". But, as she was soon beginning to figure out, believing anything was "too easy" in regards to Black Lanterns was a taboo statement.

The two halves of the Dark Phoenix turned into black flames which reached out to each other and became one big ball of ebony flames. The sphere then burst apart and once again the Dark Phoenix was whole again. Rainbow Dash face hoofed herself, growling in anger from the resurrected construct. "You gotta be kidding me!"

_**"Seriously, you don't even know the legend of the Phoenix itself?! This bitch is dumb and has breath taking anger management issues too!"**_ Starlet laughed.

_**"The Phoenix cannot be killed, when it dies it is reborn from the flames. You cannot kill that which can resurrect itself over and over again, Rainbow Dash."**_ Roneo informed.

"Fine then…" Rainbow Dash slammed her hooves together as she glared at the Dark Phoenix and the Black Lanterns within. "I'll just keep killing you again and again until you _stay_ down!"

The scorpion clicked and hissed as it flew after the Dark Phoenix, the fire bird launched a torrent of black flames from its beak, but Rainbow Dash created a barrier in front of the scorpion construct, blocking the attack. The scorpion continued to fly towards the attacker as the Phoenix continued to blast it with it flames. Once the scorpion was in range, Rainbow dropped the shield and had the construct lash out with its pincers. The twin guillotine appendages wrapped themselves around the neck of the Dark Phoenix and in one swift motion cut off its head.

Before the creature could regrow its head, the stinger of the scorpion rose up and stabbed right through the neck wound. The stinger was now inside the chest, hanging overhead of Starlet and Roneo. The stinger began to glow with built up power. Brighter and brighter the stinger shined, becoming a red star within the chest cavity of the Dark Phoenix. Starlet looked at Rainbow Dash in stark realization of what she was planning on doing.

_**"ARE YOU INSANE!? YOU'LL BLOW US BOTH UP!"**_

"No, just you two mooks!" Rainbow shouted back.

The pincers of the scorpion latched onto the body of the Dark Phoenix, keeping it held in place. Rainbow Dash then dropped out of the scorpion construct and descended down from further and further away. The scorpion construct's body was starting to glow with the same pent up energy as as the tail, turning the entire creation into bomb. When Rainbow Dash was far enough away, she pointed her ring right at her creation. With a devilish grin, she fired a single beam at the light in the sky.

The moment the beam struck was like lighting the fuse on a powder keg. The whole construct exploded with tremendous force, engulfing the Dark Phoenix and the Black Lanterns within. Whatever screams the two may've uttered were drowned out from the roaring blast of crimson that lit up the sky.

"Not one of my more flashy attacks, but it'll get the job done…" Rainbow was starting to pant heavily, while empowered by the red ring, the constant battling was beginning to take a toll on her body. "Need to find where that ring went…get some down time and figure out what the buck I'm going to do next…"

_'Second ring detected.'_

Rainbow Dash looked down to her ring, "Show me then! I ain't got all day-um-night I mean!"

The ring created a construct arrow that pointed Rainbow in the direction where the second ring flew off to. Wasting no time, Rainbow Dash flew with great haste towards her, potential, ally. She may be strong, unrelenting, and fierce, but even Rainbow was not completely immune to fatigue. There was only so much she could do on her own, and with AJ, and "Twilight Sparkle", wielding rings too and bringing others to the side of Nightmare Moon, she needed all the help she could get...

As she approached the signal however, she would be greeted with a rather... underwhelming surprise...

* * *

For Twilight and her friends, the rest of hike was long and silent, save for Twilight, Sweetie Belle, and Pinkie's occasional crying. Then again who could blame them? Sweetie Belle had lost her big sister, Twilight had raised Spike since he had first hatched, and Fluttershy was one of Pinkie's closest friends, even Celestia had gone completely silent.

As the group exited the cave, they saw Canterlot. They had finally made it...but at what cost?

As they got closer, they noticed a large pink bubble surrounding the city. The shield shimmered in the moonlight like a beacon of hope.

"That's my brother's shield!" Twilight exclaimed as she and rushed towards the city gates. The rest of the group quickly following suit.

"HALT!" A voice called out as they approached the gate. Several Royal Guards approached them from behind the shield, each one wielding a spear. "Canterlot is currently on lockdown! State your names and-"

The Lead Guard froze when he noticed The lavender unicorn within the group. "...Twily?"

* * *

Rarity gasped as she crawled out of the river, carrying an unconscious Pegasus and Dragon on her back.

"I knew those swimming lessons would come in handy someday..." She gasped as she took several breaths. The fashionista carefully laid the two down on the soft grass.

She carefully placed her ear against Fluttershy's chest. Thankfully, she was still breathing. When she checked Spike however...

"OH SWEET CELESTIA NO!" She cried out as she began pushing down on his stomach repeatably. "Come on now, don't you _dare_ die on me!" She screamed as she continued to push, put her head to the dragons chest, nothing!

The fashionista took a deep breath before locking lips with the dragon, pushing as much air into his lungs as possible. She repeated the process untill the baby Dragon coughed a few times and started taking deep, ragged breaths.

Rarity let out a content sigh of relief. "Oh thank Celestia..." She said before slowly levitating the unconscious Pegasus and Dragon onto her back. "Don't worry you two. I'll get us to Canterlot in one piece..."

The fashionista made her way through the Forest, trying to find a cave to take shelter in or possibly some path and might lead to a small patch of civilization. Then again since she didn't exactly know _where_ the river had washed them up, she was pretty much traveling blind by this point.

However that all changed when she found a small opening in the trees. She quickly (yet gently as not to drop her two friends) trotted towards it hoping that she might be able to find a place to rest. However when she arrived her eyes widened, they were at Rambling Rock Ridge! She could easily recognize it from some of the jewels that were poking out of the ground, as she herself a come here at certain times to harvest a few of them for her dresses. In the distance she could also make out Ponyville, what appeared to be more Black Lanterns swarming her hometown.

_'This is bad...'_ She thought to herself. _'The only town nearby is the one that's under attack, and I can't go back to the forest. I need to find somewhere safe to hide whete we can replenish our energy. But where...'_

She was brought out of her thoughts when she saw a small cave nearby, she trotted towards it immediately and-after checking to make sure no one was inside-layed Fluttershy and Spike down on the softest patches of dirt she could find.

"I normally wouldn't even think of resting in a dank and dirty cave like this... but we're pretty much out of options right now..." She sighed to herself as she stayed near the cave entrance to keep watch.

Unknown to her however, there were a few sinister shadows watching...

* * *

_**"I SWEAR, IF I SEE THAT STUPID PURPLE DRAGON EVER AGAIN I'LL RIP HIM APART ONE SCALE AT A TIME!"**_ Three Leaf screamed as she trudged out of the river with Gladstone right behind her.

_**"Calm yourself, Leaf."**_ Gladstone said as he shook himself off. _**"While I mirror your desire to take vengeance on the ones who defeated us, we have a much bigger priority at hand. Mainly reporting back to our Queen..."**_

_**"Well if you're so eager to report our failure to our Queen then go ahead!"**_ Three Leaf snarled, putting a special emphasis on 'failure'. _**"I'm going to go find those bastards and feast on their still-beating hearts!"**_ She screamed before taking off into the air.

Gladstone stared in the direction she flew for a moment before sighing and taking off in the opposite direction. _**"She's right about one thing, the Queen is not going to be happy about this..."**_

_**"That little bastard of a dragon is going to pay for humiliating me..."**_ Three Leaf growled as she searched through the sky's. She then caught sight of a Unicorn Stallion below, wandering through the forest alone. _**"Hm, easy prey..."**_ She smirked and she swiftly dived down towards the unsuspecting target...

Only for said target to dodge to the last minute before striking her with the beam of magic, sending her flying into a tree.

"Nice try, but it'll take more than that to get the drop on me." The stallion said as he kept his distance from the Black Lantern. He stepped into the moonlight, revealing himself. He had a black mane and grey coat, and wore a trenchcoat and a bandanna over his face, covering up the scar under his right eye. "I was in the Royal Guard, underestimating me is not a smart move." He smirked.

_**"You little bastard! Do you have any idea who you're dealing with?!"**_ Three Leaf snapped as she picked herself up.

"No, and apparently neither do you." The stallion said that he got into a fighting stance, his horn glowing with dark energy. "Now why don't you run along, otherwise I'll show you exactly why they call me "Shadow Knife"."

_**"You filthy little rat! I'll shut that mouth of yours permanently!"**_ Three Leaf shouted as she created a construct in the form of a scythe and charged forward.

Shadow Knife's smile simply grew wider as his horn glowed once more and several black chains surrounded him. "Oh, this is going to be _fun_..."

* * *

Back in Whiltetail Wood, the ring had guided Rainbow Dash to newist weilders of the Red Lantern Ring.

Sadly, she was less than impressed.

"SERIOUSLY, A FOAL?! THAT'S WHO THE RING CHOOSE?! A BUCKING FOAL?!" The cyan Pegasus screamed in frustration as she landed in front of the orange filly. Disappointment and irritation written all over her face, she had been hoping that her ring would reach the grown mare that had been accompanying the other foals.

"Sorry kid, but you can't handle this power." She said as she moved to remove the ring from the young ones hoof, only to draw her hoof back as the ring crackled with red energy and seemingly fastened itself around her hoof.

She mentally growled at this, however upon looking around she noticed that not too far away there was a crater the size of a grown stallion filled with what she could easily identify as the acidic blood. Around the crater she could easily make out little bits of entrails, black ooze, limps, and bits of the uniform from what used to be a Black Lantern. While they were still recognizable, there wasn't enough for the zombie to simply regenerate itself.

_'This kid...'_ She thought to herself as she turned her attention back to the orange Pegasus. _'...beat that creature all by herself?'_

Before she could think any further, her armor suddenly vanished into her ring. "What the hey?! What happened to my armor?!"

_'Ring at 20% power, must recharge immediately.'_ The ring stated.

"How the heck am I supposed to do that?! This thing run on triple-A batteries or something?"

_'Negative.'_ The ring deadpanned. '_You must summon the Power Battery.'_

"Power wa-?" Before she could finish the ring glued the deep red and suddenly a small crack appeared in front of her. Slowly a large Red Lantern with a handle on top floated out of the crack. It's inside seemed to burn with a very flames of Tartarus itself. "OK, it's summoned, now what?"

_'The Red Lantern oath must be recited by the wearer.'_

"And that is...?" She asked in the irritation.

_'With blood and rage of crimson red,_

_ripped from a corpse so freshly dead._

_Together with our hellish hate,_

_We'll burn you all...That is your fate.'_

"Brutal, merciless, and downright pissed off... I like it!" She smirked as she raised her hoof. However just as she was about to recite the oath, a small little groan from behind her got her attention.

"Huh...where am I?" Scootaloo groaned as she got up. However upon looking up her eyes widened when she saw the Pegasus that had saved her, twice. "It's you!" She exclaimed with a smile as she rushed to hug the Pegasus, not the least bit unnerved by the scar on her face.

"WOAH! Hey squirt, calm down!" She winced as she pushed the filly off her. "What is your deal?!"

"S-sorry miss...uh..."

"The name's Rainbow Dash kid."

"Thank you soo much for saving me! Miss Dash!" She squealed eagerly as she bounced around the cyan Pegasus.

_'Oh great, a fangirl. Just perfect...'_ She thought to herself. However seeing the opportunity this would provide Rainbow Dash decided to take the foal. "Ah it's no problem kiddo though you... seem to be able to handle yourself." She said as she pointed at the body that Scootaloo killed.

"Oh… I-I just kinda…. lost control."

"Kinda? Kid that's the BEST kind of rage! These punks are trying to take over our world but we're supposed to just stand aside and let them take it?" Rainbow asked with a smirk on her face.

"No! I think they should be roasted alive!"

"Um… kinda hard to do that since… you know. They're already dead."

Scootaloo blushed a little from realizing her error. "Oh yeah, forgot about that part. But you get what I mean right?"

Rainbow was starting to feel an odd kinship with the foal, despite her young age and fangirl attitude towards her, she's shown some potential. The fact that she is young was plus, it meant she could teach her and, in the unlikely event that Rainbow herself ever fell to those undead plotholes, she could pass the metaphorical torch over to this filly. The ring had to chose her for a reason right?

"What's your name squirt?" Asked Rainbow.

"Oh yeah, my name!" Scootaloo stood at attention, puffing out her chest with pride as she spoke. "It's *ahem* it's Scootaloo, but my friends call me Scoots sometimes."

"Scootaloo huh, alright." Rainbow Dash stood to her full height and looked down upon the filly with a serious gaze. "Since we seem to be on the same page here there's something serious I need to ask you, so pay attention."

Scootaloo nodded vigorously.

"You know that these zombies and Nightmare Moon are attacking Equestria, and pretty much either killing or turning everypony we care about into undead mooks. As awesome as I am… unfortunately… I can't fight them all on my own, these damn things come back sooner or later after I tear them apart. I sent that ring out in hopes that it would go to that mare who was helping you and the other foals."

Scootaloo averted her eyes, a feeling of disappointment entering her heart upon hearing that. Rainbow Dash wanted the ring to go to Cheerilee, but instead it came to her. _'I guess that makes sense…I mean, I'm just a kid…a Pegasus that can't even fly…guess she wants me give it back…'_

"But the ring came to you, and from what you did to that zombie back there, I think it chose right."

Scootaloo eyes snapped back to Rainbow Dash, wide and filled with excitement. "R-Really, you think so?!"

Rainbow Dash placed a hoof on Scootaloo's shoulder as she gave her a confident smirk. "I'm not going to pretend I know how these rings work, but if it chose you then it must be for a reason. So, if you want, you can join me and fight beside me. **But** you have to do what I say, ring or no ring I don't like putting kids in the middle of a dangerous situation, got that?!"

"Yes, I'll do whatever you say Miss Rainbow Dash, ma'am!"

"Just Rainbow Dash or Dash, none of that 'Miss' stuff."

"So, uh, what do we do now?" Asked Scootaloo.

Rainbow Dash brought up her right hoof and stared at her ring. "For one, I need to recharge this ring before it runs out on me. While we're on that subject, how's yours?"

Scootaloo stared at her ring. "I don't know."

"Well ask it, mine told me when it was low."

The orange Pegasus filly looked at her ring in confusion and decided to do as Rainbow Dash instructed. "Okay… uh, ring, how much power do you have?"

_'Power levels are at 80%.'_

Rainbow Dash rubbed her chin with her hoof as she heard the ring's report. "You're still pretty high, but better to be fully charged now than be near empty in a fight."

"So how do we do this?"

Rainbow Dash instructed Scootaloo on how to summon her power battery. The filly pointed her ring to an open space and commanded her ring to summon the object. A hole space opened up, bringing the red lantern to rest right beside Rainbow Dash's. Scootaloo eyed her power battery, which was identical to Rainbow's, further signifying that they were part of the same time.

"So we just say this oath thing and point our rings to the opening and that's it?"

"Pretty much, yeah. But now that I think about it, we should make this oath a little more personal." Rainbow Dash sat before her lantern, prompting Scootaloo to do the same. "Alrighty then, let's change this little oath up a bit! Repeat after me squirt!" They aimed their rings at the power batteries, crackling with energy as the power rose up from the batteries.

_"With blazing flames of raging red,"_

_"From Tartarus depths we bring great dread."_

_"With crimson storms of burning hate,"_

_"We'll burn you all...**That is your fate!**"_

* * *

Not too far away however, the BL elites; Roneo and Starlet, where trudging through the woods. The blast had done a great number on them however, as they were missing several body parts.

_**"WHERE THE BUCK IS MY LEG?!"**_ Starlet screamed as she searched through the forest, missing her right back-leg as well as her left hoof, her right ear, and a good portion of the left half of her face.

_**"Calm yourself, Starlet"**_ Roneo said as he nonchalantly reattached his midsection, luckily he still had his ring hoof, so gathering his remains was a little easier. _**"While I know you're disappointed..."**_

_**"DISAPPOINTED?! I. AM. PISSED!"**_ She screamed before she heard some scuttling, looked to her left to see her ring hoof using a claw construct do scurry back to her. _**"I swear, the next time I see that flying gay pride parade it'll be too soon!"**_

Suddenly, a loud boom echoed across the forest as two streaks of red shot through the night sky.

_**"Oh, you've got to be FUCKING KIDDING ME! THERE'S TWO OF THEM NOW?!"**_ Starlet snarled in rage.

_**"Well that's unfortunate."**_ Roneo deadpanned.

_**"NO SHIT SHERLOCK!**_ She snapped as she reattached her ring hoof. _**"If that bitch is recruiting more ponies to wield the same power we need to kill them now before she finds more!"**_

Starlet immediately attempted to take off after the two, only to be held back by Roneo's claw construct. _**"That would not be wise love, we are just recovering from the battle ourselves and from what I can tell those two are at full power.**_ He explained as he set his partner down. _**"If we were to confront them now we would lose again, and I doubt they will be willing to risk us coming back next time..."**_

_**"Oh alright fine! But the next time I see her, she's dead!"**_

_**"Good, now what do you say we find the other half of your face and your leg?"**_ He asked as they began to search through the woods.

_**"Already found it, half of it anyway."**_ She said as her claw construct dragged out half of a leg out of the bushes.

_**"Dear, that's not your leg..."**_

_**"What do you mean? It's long and it's a little thinner than I remember..."**_ It took Starlet a few seconds to notice that Roneo was trying to hold in his laughter, after which she took a good long hard look at the leg and almost immediately dropped it. _**"OH GROSS!"**_ She screamed as Roneo burst into laughter.

_**"Well at least you found my "fifth leg"!"**_ Roneo said as he continued to laugh.

_**"SHUT UP! THAT IS DISGUSTING!"**_ She screamed before tossing the "leg" at Roneo, who caught it with ease.

_**"Oh don't act like you haven't been curious..."**_

_**"Yeah but... oh just shut up and put you're stupid "fifth leg" back on!"**_ Starlet growled as she stormed off.

_**"I don't know sweetie, I might need some "assistance"... "**_

_**"FUCK TO THE NO!"**_

* * *

In the city of Manehatten, many ponies were in a state of panic. With the moon still high in the sky despite the fact that it was currently 11:30. When word of the attack on Ponyville got out, many of the law-enforcements immediately turned the city into a safe-zone for refugees that managed to escape. The Royal Guards, Police, and even a few Wonderbolt stationed there were trying to keep things under control.

Flash Sentry landed next to the train as it pulled into Manehatten station. As the civilians poured out of it he turned to address two Unicorn Guards. "Be sure to escort them to the safe houses we've positioned throughout the city. And remember, if you see _any_ suspicious activity, you're to alert me immediately, understood?"

"Yes Commander Sentry!" The two Guards answered before making their way towards the large crowd. As the Royal Guard turned to meet up with the others, he noticed a Pegasus Guard with a navy blue coat and black mane soaring towards him.

"Commander Sentry." The Pegasus said as she landed, Flash giving her a salute in the process.

"It's good to see you again, Lieutenant Ballista. Though I wish it was under different circumstances..."

"Word on the current situation had already reached us... Is it really true? Has Nightmare Moon truly returned?" She asked, nervousness evident in her voice.

"Afraid so." Flash stated. "She also knows some sort of dark magic that seems to involve... " The commander stopped when he noticed he was starting to attract a crowd. "Let's discuss this in the more private location, I don't want to worry the rest of the civilians."

Ballista nodded and the two flew off...

Meanwhile, in another part of the station, a mint green unicorn mare with a lighter colored mane and a harp cutie mark stepped out of the caboose, followed by an Earth Pony with a pale coat, blue mane with a rose pink streak, cerulean eyes, and a cutie mark of three pieces of candy.

"Where is she?! Where is she?!" She screamed as she looked around frantically,

"Bonbon please, you need to calm down..."

"Calm down? You honestly want me to CALM DOWN?!" The arth pony snapped, turning her gaze on the mint Unicorn and causing her to flinch. "My little sister is somewhere in this station alone and scared, AND YOU HONESTLY WANT ME TO CALM DOWN?!"

"Bonbon..."

"DON'T BONBON ME! WHAT IF MY LITTLE SISTER IS SEARCHING FOR ME RIGHT NOW?!"

"Bonbon please-"

"...OR WHAT IF SHE'S NOT EVEN IN THE STATION?! WHAT IF SHE'S BACK IN PONYVILLE WITH THOSE THINGS?! WHAT IF-"

"SWEETIE DROPS! CALM. DOWN." Lyra bellowed, Bonbon almost immediatly stopped talking. Her marefriend never called her by her real name except for when she seriously needed to get her attention.

"Now look, I understand you're scared and worried. I would be too if one of my family members were missing, but we have to keep a level head here." She said she gestured to all the ponies around them. "Look around, there are practically millions of ponies here, and I'm sure your sister is one of them. So let's find a Royal Guard and ask him for help."

Bonbon stared at her marefriend for a second before engulfing her in a tight hug, tears streaming from her eyes. "I'm sorry Lyra, I just... I just..." She choked between sobs.

The mint green Unicorn placed a hoof of her marefriend's mouth. "Shhh... it's OK, I promise will find your sister."

Bonbon nodded as the couple begin to trot through crowds of ponies, looking for Royal Guard. _'Don't worry Twist, your big sister is coming!'_

Meanwhile in another part of the station, a Pegasus Royal Guard with a pink coat and blue mane soared through the sky and towards the train station, only one thing was on her mind: her beloved daughter.

_'Please my little pegasus...please be safe...'_

* * *

Gilda darted through the abandoned streets of Cloudsdale as fast as she could. No matter where she turned, there were Black Lanterns waiting for her. She would slice through anyone she came across but sadly it was clear she was horribly outnumbered.

"Jeeze! These thing's are like freaking hydra heads, cut one off two more take it's place!" She snarled and she darted around another corner, hoping to catch her breath for a second.

_**"Well well, what do we have here Grey Hoof?"**_

_**"I believe it's a little bird that has flown away from her nest, Mitta!"**_

Gilda's pupils shrank when she heard two voices above her. She darted out of the way just in time to avoid two large black claws that nearly grabbed her and took off into the skies.

_**"I'm so sorry..."**_ A female voice called out. Gilda barely had time to dodge when another Black Lantern nearly grabbed her but with luck on her side Gilda was able to not only dodge the freak but also give it a good sized scratch on it's head as well.

_**"GOT YA!"**_

Her little victory was short-lived however when the other two caught up to her. Mitta used her claw construct to grab her by the throat. _**"I have to admit I wasn't expecting a Gryphon of all things, but I can't complain!"**_ She smiled sadistically before slamming her into one of the cloud houses, knocking the wind out of her.

_**"And another little fly to add to our web!"**_ Mitta cackled gleefully as she lifted her and pray in front of her while creating a second claw construct to rip out her heart.

Gildas eyes shrunk to tiny dots when she saw the claw about to gore her. _'No! It can't end like this! NOT LIKE THIS!'_ She mentally screamed as she vainly struggled to escape.

_**"Welcome to the Black Lantern Corps..."**_ However, just as her claw about to dig into her rib cage, a blue blur slammed into her side, causing her to lose concentration and drop the Gryphon.

_**"What the-!"**_ Was all Grey Hoof could say before a second blur took him by surprise, sending him spiraling into Ruby and crashing into one of the ruined cloud houses.

Gilda quickly steadied herself in midair and looked up to see her savior... or rather saviors. Two Wonderbolts, one male and one female, landed in front of her.

"Are you alright?" The female asked.

"Y-yeah! I-"

"Good, there's a specialized airship waiting near the southern part of the city. Head there and you'll be taken to safety!"

As much as Gilda wanted to defy these orders and stay and fight, she knew for a fact that she was badly wounded and would probably end up getting killed. So she swallowed her pride and nodded before taking off towards the south end of the city.

She grieved a sigh of relief before turning back to the three. "Ready Soarin?"

"You bet I am Spitfire!" The male Wonderbolt said as landed next to her. "For Fleetfoot." He stated, giving the creatures a nasty glare as they recovered from their assault.

Spitfire nodded, a small tear trailing down her cheek as she remembered hearing how her comrade fell to the Nightmare Queen.

Ruby, Mitta, and Grey Hoof faced the Wonderbolt duo. Mitta was about to charge, but then Grey Hoof stopped her. _**"What the hay are you doing?!"**_

_**"While I'd love nothing more than to rip out their hearts with you, we've got a bigger priority on our hooves."**_ He said before glancing at the southern sector of Cloudsdale. _**"You sensed it too, right?"**_

Mitta arched a brow before her eyes widened and her body tensed up, as if a wave of energy just passed through her. _**"Oh yeah, I felt that."**_ She deadpanned before turning to the two Wonderbolts before her. _**"Well then, if we can't turn you, I suppose a few "old friends" of yours can take you down..."**_ Mitta smirked as her ring began to shine.

"Wait, what the heck does she mean by-" Soarin was about to ask, only to be tackled to the side by his teammate just in time to avoid being hit by two black creatures attacking from the sky.

_**"Have fun you two, play nice now!"**_ Mitta taunted as she and her two comrades took off towards the northern sector.

Spitfire and Soarin glared at the two retreating creatures, they quickly attempted to follow, only to be intercepted by twin blasts of black energy. As the two turned around however, their eyes widened and their jaws dropped as they saw the two ponies revealed themselves.

"FLEETFOOT!? SURPRISE?!" Spitfire called out, tears threatening to fall from her eyes as shock and horror overtook her.

Fleetfoot smile coyly. _**"Sorry sweetie, but we've got a new boss now."**_

_**"And our boss doesn't want any resistance under her new rule!"**_ Surprise smirked as they both charged towards their former comrades.

* * *

Back in Canterlot, it would seem that this night wasn't done with emotional reunions for Twilight. After a happy reunion with her BBBFF, the group was escorted by some Royal Guards to her Twilight's home. While Shining Armor wanted nothing more than to escort them himself, Canterlot was still in a state of panic, and as captain of the Royal Guard he had too keep things in order.

Even though they had a bit of a big group of ponies, Twilight knew that her parents wouldn't mind a few houseguests, especially given what they had all been through together. It was strange, Twilight didn't know these ponies all that well, but she felt it was her responsibility to keep them safe. She owed Applejack for helping her when that enraged Pegasus, Rainbow Dash, nearly killed her for thinking she was a spy for Nightmare Moon.

On top of that, she was finding that she was growing strangely attached to them. Could this be what Princess Celestia meant by "friendship"?

_'Of course not…How could anypony form a friendship on the horrors and hardships we just witnessed! Such a "friendship" would only be temporary, an alliance would be a better description._

Twilight glanced over at Applejack. She remembered the day before all Tartarus was let loose, her first stop in Ponyville was the apple farmer's home. She remembered how friendly Applejack was to her, acting as if she was a long lost family member and treating her with hospitality, although a bit overwhelming, it was still nice. Twilight knew, for some reason she couldn't logically understand, she felt she could honestly trust this mare to fight beside her and keep her safe during likely future battles.

_'A comrade…somepony who will fight beside you through the worst of times and celebrate the good at the end of the long road…'_

The studious mare didn't realize it at first, but she was staring at the Earth Pony mare. Her golden blonde mane, her strong yet beautiful emerald green eyes, and of course those strangely cute freckles. Twilight's eyes soon took in the rest of Applejack's form, her orange coat that no doubt hid the strong muscles she had developed over years of working on a farm, giving her a lean body that wasn't overly muscular. It wasn't until Twilight found her eyes roving further down to Applejack's cutie mark that she felt the slight warmth in her cheeks.

The Unicorn mare realized the feeling and quickly turned away, staring intently out the window of the carriage so as to hide the red on her face. Applejack noticed the quick movement from the corner of her eye and saw the Twilight was staring out the window, and that her face as a little red.

"Twi, ya alright there sugarcube?"

"I-I'm fine! Just great thanks for asking!"

Applejack quirked an eyebrow at that statement but resolved to shrug it off and leave the mare be. This long night was getting to a lot of them and Applejack knew it wasn't a good idea to press anypony right now, especially with her big brother, little sister, cousin, and Pinkie Pie in the carriage.

"Well, if ya need to talk Ah'm willin' listen."

Twilight glanced over her shoulder and smiled softly at the Earth Pony mare. "Thanks Applejack, I-I will."

Applejack nodded to Twilight and resumed her gazing out the window at the fancy houses that made up the more wealthy residential area of Canterlot. Twilight looked out the window too, but was now mentally berating herself.

_'Applejack's worried about you and what do you do?! You ogle her flank while she isn't looking! Great Sparkle, you're off to a fantastic start with your comrade! Why not throw sexual attraction into the craziness while we're at it?!'_

It took a moment for Twilight to realize that she just admitted that she was sexually attracted to the farm mare sitting beside her, a thought that made the already blushing Unicorn become redder. Meanwhile, oblivious to the interaction going on between them was Big Mac and Pinkie Pie, one filly could see what was going on. Babs, after seeing that brief dialogue and the reactions from Twilight when she was staring at her older cousin, grinned knowingly. She then elbowed her other cousin, Apple Bloom, lightly in her right foreleg to gain her attention.

"Looks like cousin AJ's got an 'admirer', if ya know what I mean." Whispered Babs.

Apple Bloom looked at her cousin in confusion. "'Admirer'? Who, ya mean Twilight?"

"Duh cuz, I mean, look at her, she's so hot and bothered that her face is red."

Apple Bloom thought that over for a moment, looking at Twilight and her big sister. "Now when ya say 'admirer' ya mean…what _do_ ya mean?"

Babs Seed only grinned a little more. "I could tell ya, but I don't think Ah should. On account that yer not old enough yet."

Apple Bloom pouted upon hearing that. "Yer only a year and a half older than Ah I am!"

"A year and a half older and more mature cuz."

"Gosh darn it Babs just tell me what ya'll are talkin' about!"

Babs shook her head and sighed in defeat. "Alright, alright, come closer though."

Apple Bloom leaned closer to Babs, the bronze filly quietly whispered into her ear as she explained what she meant earlier. Apple Bloom's eyes went wide as she quickly put her hooves over her mouth to stifle a gasp. Babs leaned back against the seat and smiled smugly at her cousin.

"Told youse was still not old enough."

After a bit of time the carriage finally came to a stop. The Guards outside opened the doors and allowed the ponies within to exit. Big Mac, AB, Babs, AJ, Pinkie, and Sweetie stared at the home that stood before them. It was quite a large home, ritzy like the rest, but modestly so. A bronze metal plaque was stationed below the house number with the name "Sparkle Family" engraved into it. Applejack looked to Twilight, who had exited the carriage last.

"Twilight is this…is this really yer home?!"

The mare in question gave a sheepish grin. "Yes…ever since I was a filly."

"Wow…Ah mean, Ah know ya said you were from here, but Ah didn't think ya'll were…rich ponies…"

Twilight rubbed the back of her head nervously after seeing the reactions of the ponies who have accompanied her thus far. "Well…my Dad works in the Canterlot Royal Library, archiving various old history books, literature, and important documents from way back. And my Mom, she's an editor for some aspiring novelists and well known ones as well. Have you ever heard of A. K. Yearling?"

Sweetie Belle poked her head out from the group. "'A. K. Yearling?! Isn't that pony who writes the Daring Do stories?!"

"The very one!" said Twilight with a slight amount of excitement. "I got to see most of the first drafts of the Daring Do series, and my Mom would sometimes let me read over the finished work once she was done!"

The six ponies all stared at Twilight in awe, not only was she the personal student to Princess Celestia, had a brother who was Captain of the Royal Guard, and was foalsat by a future Alicorn Princess. But she had parents who worked or worked with very important ponies and items. For some reason, the modest appearance of the residence didn't seem to match the possible overflowing wealth that these particular Canterlot ponies possessed.

"Well let's head inside, I don't know about you guys, but I'm really tired and would like to sleep for a little bit, if at all."

Twilight trotted up to the front door of her house, making the group behind her gulp. As Twilight knocked on the door, the group imagined how her parents would look. A mare and stallion dressed in the finest clothes their wealth could by. The inside decorated by the finest interior designers and furnished with the best couches, tables, and whatever other knickknacks rich ponies liked to buy. The door began to open slowly as the group braced themselves for what they might see, but were surprised when the door revealed the occupant within.

It was a Unicorn mare, her coat was a light gray, with a mane of purple and white. Her cutie mark was that of three purple stars, and her eyes, they were a beautiful shade of skyblue, eyes which were now glistening with tears. The mare brought a single hoof to her mouth as she looked upon Twilight, who was now starting to feel a lump form in her throat.

"Twilight…? Oh thank Celestia…you're alive!"

"I am Mom, I'm home."

Twilight Velvet, or Velvet as she usually liked to be called, rushed forward and embraced her daughter in a tight hug, a hug that Twilight Sparkle returned. Both mother and daughter just stood there in each other's embrace, tears falling from their eyes as they cried into the others shoulder.

"W-When we heard about Ponyville and that you were there…your father and I we…we thought that you might've been…" Velvet couldn't say the rest, afraid that if she did that Twilight would vanish from her embrace and make her worst fears come true.

Twilight nuzzled her mother comfortingly as she felt her shudder from whatever horrible scenario she must've imagined. "I'm alright Mom, I'm right here."

Velvet's smile grew as more tears flowed from her eyes. "Twilight! Oh my sweet baby it's so good to see you again!"

"Mom!" Twilight cried out as she embraced her mother tighter.

It was slightly awkward to see Twilight and her mother sobbing and crying, but the six didn't bother saying anything, they couldn't. So they stayed silent out of respect for Twilight, allowing them to have this reunion to themselves. After a minute or three of crying and hugging, Twilight and Velvet separated. Velvet glanced over her daughter's shoulder and looked upon the group of ponies curiously.

"Honey, who are these ponies?"

"Oh, oh my gosh I need to introduce you to…um…my…friends? But could we do intros inside, we've been through quite the ordeal and I'd like give them a proper place to rest."

"Of course, come in all of you." Twilight Velvet moved to the side and waved her hoof, welcoming them into her home. The group didn't waste much time entering the lavish home, but as Applejack entered, Velvet couldn't help but notice that there was somepony missing, and with a worried look she turned to her daughter. "Twilight… where's your little Dragon, Spike?"

Twilight paused, shedding a mournful tear. "I'll…I'll tell you inside Mom…"

* * *

The reunions didn't end there, Night Light, Twilight's father, was in the house as well and upon seeing his daughter return to their home he ran right to her and enveloped the mare in a near bone crushing. For Twilight, her father's presence was very reassuring in this chaotic mess that Equestria was in.

After a few minutes of getting settled, Twilight, Applejack, and Big Macintosh recounted the events that led to where they currently were. Pinkie Pie, the Earth Pony mare who had been strangely quiet since the incident with Rainbow Dash, had decided to retire to one of the guest rooms. Velvet and Night Light's faces went through various stages of shock and horror as the three ponies recanted their trials to get to Canterlot. The loss of Rarity, Fluttershy, and…Spike, Applejack had to place an foreleg around the Unicorn mare for comfort, having lost someone who was essentially a surrogate little brother.

With the tales of woe over, pretty much everypony was left to their own devices. Big Mac was allowed to stay in the guest room with Pinkie, while Babs and Apple Bloom were knocked out on one of the spare beds. Apple Bloom had been whimpering and kicking in her sleep, obviously having a nightmare. Without really realizing it, Babs reached out to her cousin and hugged her tight. Apple Bloom stopped her squirming and whimpering as a content smile found its way across her lips. Sweetie Belle couldn't really sleep, despite everything they had been through, and really, after seeing the scene before her, Sweetie really didn't want to climb onto the bed and disturb her friends slumber.

The Unicorn filly wandered the house of the Sparkle family, trying to do whatever she could to keep her mind off of what happened to her big sister. She wanted to keep believing that her big sister was still alive, somewhere in the deepest part of her, Sweetie Belle could feel that Rarity was alive. One could attribute it to wishful thinking, others could say she was just hoping for the best, but Sweetie Belle believed that it was a special connection she shared as sisters. Still, it didn't stop her from worrying all the same.

Before she knew it, Sweetie Belle had found herself in a room. It wasn't unlike her room back home in Ponyville, except for the obvious fact that the bookshelf was filled to the brim with not just fairytale stories, but chief among them were tomes on magic, some a little more advanced than one would usually find in a filly's room. The bedsheets were plain, nothing that stood out. On the nightstand was a picture of Twilight Sparkle, along with her big brother, the Captain of the Royal Guard, Shining Armor. Twilight seemed happy as Shining Armor ruffled the younger Twilight's mane. And next to it was picture of her with the young dragon, Spike, using his tail as a pacifier as he sat next to Twilight, and with Princess Celestia.

Sweetie Belle sighed, seeing these reminded her of Rarity and the fun times she had with her big sister. Turning away, Sweetie Belle went to the bookshelf and began perusing the contents, her eyes stopped when she stumbled upon one particular book that seemed worn from repeated use. Which seemed odd since most of the books appeared well taken care of.

Sweetie Belle carefully maneuvered the book out of the shelf and gently placed on the floor before her. The name of the author was somewhat blurry, the most she could make out was '...en Str...'. The book itself had the image of a beautiful black Alicorn mare in the cover, she had a long flowing purple mane with a cutie mark in the form of a sheild with a crescent moon on the left side. She was atop a cliff in front of the full moon, standing heroically before a horde of monsters.

"That's one of Twilight's favorite bedtime stories."

"AHH!" Sweetie Belle jumped a good two feet in the air, spun around, and then landed on her hooves, facing the owner of the voice.

When she did, Sweetie saw a very apologetic Twilight Velvet standing in the doorway. "Oh I'm so sorry, I didn't mean to frighten you!"

Sweetie Belle let out a sigh of relief. "Sorry Mrs. Sparkle, you just surprised is all. Guess I'm still a little jumpy from…well, everything that's happened…"

Velvet frowned a little. "You've been through a lot, and I'm sorry you ever had to be…"

"It's alright…"

The light-gray Unicorn mare felt as if she needed to remedy this situation. Her eye rested on the book and a nostalgic smile spread across her face. "Sweetie Belle, would like me to read it to you? I know you must be tired and it always helped Twilight sleep when she was younger…if…if you don't mind?"

Sweetie Belle looked to the book and then back to Velvet. A sheepish smile appeared on her face she nodded a yes. Velvet levitated the book to her and waited for Sweetie to climb on the bed. Once she was there, Velvet laid on the bed next to Sweetie Belle and brought the book over to them. She then gently opened it to page one, Velvet smiled a little when she felt Sweetie Belle nestle closer to her.

"'Once upon a time there lived a strong, beautiful, and brave mare who defended the night…'"

* * *

In the ruined streets of Cloadsdale, Gilda flew through the cloud city at breakneck speed, silently praying that the airship hadn't left yet. Her entire body was still aching from the beat down those two demons gave her, despite this she pressed on, she had to make it, she would not be left behind!

As she turned the corner she saw it, the airship was at least five blocks away! She could see droves of Pegasi flying towards the airship with several Wonderbolts escorting them and fighting off the zombies. The Griffon flew as fast as she could, she was so close...

_**"Roadblock!"**_

...and yet so far. A large black claw slammed onto her from above, knocking the wind out of her,

_**"You didn't think we'd let you get away that easily, did you!?"**_ Mitta snarled from above. The claw around her body began to squeeze tightly, forcing the remaining air out of her lungs.

Out of the corner of her eye, Gilda saw Grey Hoof soar overhead and straight towards the airship with several more Black Lanterns at his command, she could already hear the terrified screams of the Pegasi as they swarmed them.

_**"Can't you just turn her and get it over with?"**_ Ruby asked as she floated down next to her.

_**"Shut it Ruby!"**_ Mitta snarled. _**"I want to savor every moment as I watch the life leave her eyes!"**_ The demonic pony snarled as she began to squeeze tighter, all the while having her victim in unnervingly wide smile.

_'No…c-can't d-die here I…can't... I'm sorry RD...'_ The Griffin thought to herself as a small tear trailed down her face...

Suddenly, Gilda heard a loud boom echo across the city as two streaks of red shot through the night sky and straight towards them.

"GET AWAY FROM HER YOU BITCH!"

Before any of them could react, the two streaks slammed into Ruby and Mitta, breaking the latter's hold on Gilda and sending them flying through several houses.

As the Griffin gasped for air, one of the red streaks took off towards the airship, lying around in a zigzag pattern and easily taking out several of the zombies alongside the Wonderbolts. While the second one floated down towards her and offered it's hoof to her. "You alright Gilda?"

His eyes widened upon hearing the familiar voice. "It can't be..." She looked up and indeed her old friend was standing before her, clad in crimson armor with a scar on her face.

"The cavalry has arrived!" Rainbow Dash proclaimed proudly.

Seconds after she spoke however, a large claw immediately burst out of the clouds behind her.

"DASH, LOOK OUT!" Gilda screamed as she immediately pushed her friend out of the way seconds before the claw grabbed her, resulting in her getting snatched up instead.

_**"Oh good, I needed a hostage!"**_ Mitta cackled that she held the Griffin like she was some sort of prize. _**"Now then what do you say we have you-"**_ Mitta was cut off when Rainbow Dash quickly recovered and immediately aimed her ring at her. Thinking fast, Mitta immediately held Gilda in front of her as a shield.

Much to her shock however, the cyan Pegasus simply smirked and shot a red bolt of energy at her, lasting Gilda in the chest and sending her flying across the street.

_**"Killing the hostage? Have to admit, I wasn't expecting that."**_ Mitta snarled, making a mental note to resurrect the Griffin later.

The cyan Pegasus however simply chuckled. "Who says I killed her?"

Before Mitta could ask what she meant, a red pillar of energy erupyed from the clouds behind her where the Griffin had landed. Turning around, she saw the Griffin was not dead and she thought, but in fact wearing a ring similar to the one the cyan Pegasus had. Not only that but she seems to be the one creating the fiery pillar that surrounded her.

As she stepped forward with what appeared to be blazing red blood flowing from her beack, she glared at Mitta before saying three words:

"YOU. WILL. DIE!"

* * *

Back in Canterlot, Twilight and Applejack rested in Twilight's old room. While at first Twilight had offered her the bed for the night, the farm pony stubbornly refused, insisting that it was Twilight's home and she would be comterble simply using the sleeping bag on the floor. This went back-and-forth for a few minutes before Twilight outright levitated her onto the bed and teleported into the sleeping bag, leaving no room for another argument. With an angry pout(which Twilight had to admit was kind of cute), she reluctantly took the bed.

As she slept however, she found her mind drifting back to that moment... where she had lost her little brother...

* * *

_Twilight found herself running through the woods, constantly looking over her back to make sure she wasn't being followed. The forest had an ominous atmosphere about it, as if the shadows themselves would leap out an attack her..._

_"TWILIGHT!" A familiar voice called out._

_"Spike?!" The lavender unicorn called out before dashing towards the source of the voice. As she continued onward she came to an opening in the trees, upon passing through them she found herself in a graveyard of some sort. She quickly ran through the mist and passed all the tombstones untill she finally found the young Dragon fleeing for his life from looks like the swirling vortex of black clouds, however as they got closer the clouds took the form of none other than Nightmare Moon herself! What's worse, as he was running Spike tripped on an outstretched root as the vortex closed in on him._

_"Monster! Leave him alone!" Twilight screamed as she fired a blast of magic at the demonic Alicorn. Sadly it's simply bounced off of her and she laughed maniacally. The cortex grew stronger as it began to pull things into it, specifically the young dragon in front of her._

_"NO, SPIKE!" The lavender unicorn screamed as she darted towards the portal, intent on rescuing her little brother, who was holding onto one of the tombstones for dear life as the winds got stronger._

_ However suddenly she found herself being dragged back, looking behind her she could see a gray decaying hoof reaching out of one of the graves and grabbing her back-leg! She quickly shot it with a blast of magic, but the second it was repelled several more took it's place. Each of them grabbing onto her a hooves and dragging her into the cold ground._

_"NO, LET GO! SPIKE? SPIKE!" She screamed as she vainly tried to struggle escape their grasp, by that time however her entire lower half of her body was already underground. She could only watch in horror as the tombstone slowly broke apart, leaving her little brother to be sucked into oblivion._

_"TWILIGHT! WHY COULD'NT YOU SAVE MEEEEE!?" Spike screamed as he was sucked into the vortex._

_"SPIIIIIKE!" Twilight screamed in vain as she was slowly dragged underground..._

_'Twilight...wake up...'_

* * *

Twilight awoke in a cold sweat and looked around to see that she was still in her room with Applejack sound asleep in her bed. "Was it all...?" She trailed off when she noticed yellow glow a emiting from beneath her pillow.

_'It was only a dream Twilight, nothing more.'_ Celestia said as Twilight pulled the ring from under the covers.

"It seems so real..." She said as she stared out the window, the moon illuminating the night sky. "Spike..."

_'Certain dreams tend to have that effect on ponies.'_ Celestia stated. _'Twilight, I'm sorry about what happened to Spike, I truly am. But you cannot let this get to you, least more innocent ponies suffer and those dreams become a reality.'_

Twilight nodded. "I understand Princess, I won't let you down, or Equestria for that matter." She said, confidence now evident in her eyes.

_'Very good Twilight. Now, I think you'll be pleased to know that I found a way to restore power to your ring.'_ Celestia explained as a bright light appeared in front of the lavender unicorn, the light died down to reveal an odd looking yellow lantern that appeared to have lightning crackling within it. _'Apparently the wearer of the ring can use this 'power battery', as they call it, to restore energy to their ring. All they must do is speak the oath that the ring stands for.'_

Twilight stared at the lantern for a few seconds before looking back at her ring. "The oath, what is it?"

_'I have changed it to my liking. Repeat after me.'_ Celestia stated before reciting the oath, with Twilight repeating it word for word.

_'In Blackest Day, In Brightest Night,'_

_'Beware your fears made by my light,'_

_'To those who dare challenge my might,'_

_'Burn like my power... Fear's vengeful Light.'_

With the oath completed Twilight's form became covered in yellow energy that flowed into her ring. Already she could feel her power returning to it's natural state. _'It feels amazing! Like every fiber of my being is racing with energy!'_ She thought to herself as the light died down. "Thank you Celestia. With this power, I promise I'll put a stop to Nightmare Moon and forces."

_'It's the least I could do Twilight.'_ Celestia said as Twilight put away her ring and went back to sleep. _'Especially since it's my fault...'_ She silently added.

Unknown to either of them however, a certain farm pony had been wide awake and listening in on their conversation. Under the covers, Applejack held up her ring to a similair lantern, only green in color.

_"In Brightest Day, in Blackest Night,"_

_"I will not flee from evil's sight!"_

_"When evil rises and wields it's might,"_

_"Beware my power - Green Lantern's light."_

"Don't worry Twi." She whispered as she felt her energy returning. "Ya won't be alone..."

* * *

Princess Cadence stood atop the balcony, overlooking the city before her. Her mind was going through a million scenarios at once. So much had happened in so little time. A new thread had made itself known to a Equestria, and to make matters worse with Celestia missing, _she_ was next in line for the throne! The Princess sighed as she massaged her temples, almost oblivious to Shining Armor approaching her.

"My Princess... are you alright?" Shining Armor asked as he came to her side.

"No Shining, I'm not." The Princess of love stated. "My Aunt has gone missing and demonic Alicon has waged war on Equestria. And on top of all that, _I'm_ supposed to lead our forces in this time! I'd say I'm _far_ from alright!" She snapped before looking at her boyfriend, trying her best to remain calm but failing miserably.

"I don't suppose a bit of good news would be helpful right now?" He asked, a bit of hope evident in his voice.

Cadence arched a brow. "What could possibly be good enough news to bring any light to this situation?"

Shining Armor allowed himself to smile."It's Twilight, she alive." He explained, getting his marefriends full attention. "She was found with several other ponies outside Canterlot. We've already sent her back home and-OOF!" Whatever Shining Armor was about to say was cut-off as Cadence enveloped him in a bone-crushing hug, tears streaming down her cheeks.

"Oh Twily! My little Twily is safe!" The Princess said through pained sobs.

Shining Armor smiled as he embraced his marefriend, glad to a least have _some_ positive news for her. However, upon looking up he noticed a figure in the sky approaching the city. At first it appeared small, but as it got closer it seemed to be getting bigger...

"Shining...? Is some thing wrong?" Cadence asked as she noticed her boyfriends shift in tone. She followed his line of sight and spotted what he was focused on. Her eyes widened and she saw exactly what was coming towards them.

A giant black dragon.


	5. Encroaching Night

Spike groaned as he slowly woke up, his body still aching. "W-What happened...?" He moaned as he slowly and got up started looking around, he was apparently in some sort of cave.

"Are you ok?" A voice called out, Spike turned to see that he had been resting on Fluttershy's wing.

"Y-yeah I'm fine...th-thank you..." Spike stuttered as he tried to walk, only for his body give out on him as he began to collapse. However before he hit the ground, he was enveloped by a blue magic aura.

"Now, now, little one..." Another familiar voice echoed through the cave, Spike and Fluttershy turned to the entrance to see Rarity approaching them. "You and Fluttershy both took quite a nasty fall." She explained as she walked inside, carrying a small assortment of gems and berries.

"W-where are w-w-we? What h-h-h-happened to Twilight and the others?" Fluttershy stuttered out, still feeling sore in certain parts of her body.

"Hopefully they've already made it to Canterlot safe and sound." Rarity stated as she placed the gems in front of the young Dragon.

"Really? That's great!" Spike exclaimed with joy. "That means they're probably sending out search parties for us as we speak!"

While Fluttershy let out a sigh of relief upon hearing this, Rarity bit her lip. _'I'm not too sure about that...'_ She thought to herself as Fluttershy began to munch on a few berries. _'The last they saw if us we were all falling to our untimely demise, if I had witnessed such a thing I'd be sure that...'_ The fashionista almost immediately shook her head. _'No, I can't start thinking like that! I wouldn't have given up on my little sister and I'm sure she won't give up on me!'_ She mentally reassured herself.

"Um, Rarity?" The fashionista was brought out of train of thought and turned her attention to Fluttershy, who had just finished half of her small meal, while Spike happily munched on some gems.

"Yes Fluttershy what's wrong? Are the berries sour?" Rarity asked.

"N-no... it's j-just... where are we?" The timid Pegasus stuttered. "All I r-r-remember is a b-big explosion and..."

Rarity sighed. "I was hoping to avoid this but... we're back in Rambling Rock Ridge, an area very close to Ponyville."

Spike briefly choked on his gem. "Wait a sec, you mean to tell me that we're back where we started?! Back where the hordes of zombies are waiting to KILL US?!" Spike shouted, now in the verge of completely freaking out.

"Spike, please calm down!" Fluttershy tried to reassure the baby Dragon.

"Calm down? You seriously want me to CALM DOWN?!" The baby Dragon screamed, causing the timid Pegasus to wince at his tone. "We're literally right next-door to the those zombie-ponies AND YOU SERIOUSLY WANT ME TO CALM DOWN?!"

"SPIKE!" Rarity snapped, getting the drake's attention. "First of all, stop screaming like that! You'll not only attract unwanted attention, but you're also scaring Fluttershy!" She scolded, pointing to the now shivering Pegasus who looked like she was on the verge of tears. "And second of all, I'm very sure that the zombies are too busy attacking the town to even think of coming all the way out here, so we should be safe for the time being."

"Um... guys..." Fluttershy mumbled, getting their attention. "Not to be a bother but...I think we're being watched..."

Spike &amp; Rarity's eyes widened as they looked towards the cave entrance. It was brief, but they saw movement within the bushes outside.

"We need to leave, _now_." The fashionista whispered sternly as she lifted Spike onto her back.

The trio quickly dashed out of the cave, Fluttershy occasionally glancing in the direction she saw the shadows...

* * *

Ponies of all shapes and sizes were running, panicking through the streets of Canterlot as the dragon drew closer to the city. Inside the Sparkle mansion, Applejack and Twilight Sparkle awoke to the sounds of several screams outside.

"What in the hay is going on?!" The farm pony asked as she groggily got out of bed, only to be answered by a loud roar.

"We're under attack!" Twilight screamed as she scrambled out of her sleeping bag, grabbed her ring and ran out the door with Applejack in hot pursuit.

"What was that noise?! What's happening?!" They heard Sweetie Belle scream as they ran downstairs. Twilight's father was already at the door talking to the Royal Guard with her mother Velvet and Sweetie Belle behind her.

Night Light turned to face his daughter and her friends. "Sweetie, we need to leave _now_."

"Why? What's happenin'?!" Applebloom called out. Applejack turned to see her little sister trotting downstairs with her cousin. Right behind them was Big Mac, carrying the still depressed Pinkie Pie downstairs with him.

"A Dragon has been spotted approaching the city!" Night Light explained. "Evacuations are already underway, we need to leave right this instant!"

That was all the explanation Velvet needed as she rushed into the basement with Twilight following right behind her. Sounds of things being knocked over echoed from the stairway for a few short seconds before they both rushed back upstairs carrying two large trunks. "Quick! Pack only the necessities!" Twilight screamed as she grabbed a few pictures of the family off the shelves (specifically the ones with her brother Spike in them) while Velvet and Night grabbed as much food from the kitchen as they could, Big Mac &amp; Applejack grabbed several sleeping bags and blankets while the fillies waited by the door, with Sweetie Belle noticeably carrying a small book...

"Alright everypony, let's move!" Velvet shouted as she carried the trunks to the door with her daughter. The group quickly rushed (or in Pinkie's case, carried by Big Mac) out the door with the Royal Guard leading the way.

Twilight and Applejack however, shot each other a knowing look...

* * *

Twilight's family rushed through the crowded streets with Sweetie, Pinkie, and the Apple's. The streets were flooded with ponies scrambling to get out of the city as quickly as possible. As it was the streets were nothing more than a swirling flood of color and terror. Twilight soon ran out, followed by Applejack.

"Land sakes, these folks are gonna get themselves killed if they don't stop trying to run each other over." Applejack said as she noticed several ponies trampling over each other just to escape.

"Can ya really blame 'em?" Babs said, as she ran alongside her cousin. "There's a buckin' DRAGON about to attack the place!"

"That still doesn't mean that they should kill each other and make more of those things." Twilight said as she ran beside Applejack. "It's bad enough they kill on sight but if ponies start dying out of sheer stupidity that's just adding to their numbers."

_'Not that they'd care if they knew...'_ Velvet thought sadly as she saw one of the unicorns use his magic to yank an Earth pony out of the way and callously toss her aside. It was times like this she hated how self-centered the supposed "upper-class" ponies were.

Suddenly, a gigantic shadow loomed over the crowd...everypony went silent.

The dragon was as big as it was fearsome. It towered over the city, even though it was surrounded by the shield, it's presence filled them with enough dread to strike fear into the hearts of every stallion, mare, and foal in that city.

With one mighty roar it expelled a giant fireball at the protected city. Almost immediately, all the ponies started panicking even worse than before.

_'Twilight...'_

"I know Princess..." Twilight whispered before turning to Applejack, who nodded in response. The group was just outside the train station where many Royal Guards were stationed. Ponies of all ages and races were crowded around the entrance, pushing amongst each other to get through.

"Alright, everypony hold on!" Twilight shouted over the roaring crowd as her horn began to glow. There was a bright flash of light surrounding her and the others, and immediately the group found themselves being pushed onto the train...minus Twilight and Applejack.

"What th-where's Twilight?!" Velvet called out, looking around the crowd of ponies for any sign of her daughter.

Big Mac and Applebloom shared a look, but before either of them could speak...

"They stayed behind to fight the dragon and are probably going to die." Pinkie stated bluntly.

There was an awkward silence between the two parents before Velvet did the one thing a mother could do in this situation: she fainted.

"Nice going Pinkie." Sweetie Belle grumbled.

* * *

"Ya think they'll be safe Twilight?" Applejack asked her friend as they watched the train depart from the station.

"The farther away from us they are. The safer they'll be." Twilight responded, although she hated leaving her parents worrying about her.

_'Better them be safe and worried than killed in the crossfire.'_ She told herself as they watched the train leaving, the two waited till the locomotive was out of sight, sending silent flick prayers for their safety. After seeing their respective families both safely out of the city they both snuck off, darting out of the station and into a nearby alleyway where they proceeded to put their rings back on before taking flight.

While Applejack felt the familiar surge of energy rushing through her body, Twilight's eyes widened as she felt something different...strength, it was as though her body was being empowered with more energy than what the ring usually gave her...

Then it hit her, it was her ring! It was feeding off of every single pony's fear! She could sense it, every stallion, mare and foal in Canterlot, they were all afraid-no, _terrified_(and honestly, who could blame them?)! Their fear was wafting off them all as if it were some dank stench, the entire city was flooded with it! And it was strengthening her, _fueling_ her!

"Twi, ya feelin' alright?" The farm pony called out, snapping the Unicorn out of her thoughts. "Ya seemed a little out of it for a sec there."

"Y-Yeah, I just... not used to flying..." She stuttered as she tried to focus on getting to the edge of the shield... and the Dragon that waited just outside it...

...and keeping her attention on something other than Applejack's flank.

* * *

Back in Canterlot Castle, Cadence glared at the approaching dragon from her castle, the shield was doing a good job protecting the city from the dragon looming over the city. But she didn't let that fool her into thinking they were safe, even inside the shield she could feel the power the Dragon held, and it was unlike anything she'd ever felt before.

_'How can that Dragon hold so much dark magic?'_ She thought to herself as the dragon let out another menacing roar.

But then, much to her surprise, two lights shot out from within the city. One Yellow and one Green. A small feeling of dread passed through her body, what were those things? Were they spy's for those creatures?

"Princess Cadance!"

The Alicorn of Love was brought out of her thoughts by Shining Armor as he entered her room with two Earth Pony Guards by his side. "How is the evacuation going?"

The Captain stood at attention. "We've already evacuated half the city. We've also received word from Manehatten that they've stationed enough Unicorn guards to cast the barrier spell and have several Pegasi on their way to assist us!"

"Good, now then..." She began as she turned her attention back to the Dragon. The Yellow and Green lights had made it outside the shield and we're currently striking said Dragon from all directions. The princess arched a brow. _'So they aren't working for those creatures, that's a relief... but who are they?'_

"Princess..." Shining Armor called out, bringing her out of her thoughts. "We should get you to a safe location-"

"No. I refuse to simply stand idly by while my subjects put their lives on the line." The Alicorn of Love stated bluntly as she spread her wings. "The Princess of Equestria

is a Guardian to her subjects. Nothing is beneath her."

And with those words she soared into the night sky, fully intent on protecting the city and all who resided within it's walls as Celestia would.

Shining Armor could only watch as his marefriend flew off, silently praying that she would come back to him safely. With a heavy heart he turned to the accompanying guards. "Com'on, we've got work to do."

As Cadence soared towards the incoming threat however, she caught sight of a small Orange light streaking through the sky...

* * *

Back in Rambling Rock Ridge, Rarity and Fluttershy ran as quickly as possible as three figures pursued them.

"Must go faster, must go faster!" Spike shouted from atop Rarity's as he glanced behind them, the figures were getting closer!

Suddenly, the earth beneath him begin to rumble and three large, hulking creatures resembling humanoid dogs wearing armor burst out of the ground. Fluttershy screamed and bolted back the way they came, only to find that path blocked by three more of the creatures, although they were seemingly scrawnier than the others. The middle one wore a collar decorated with gems and a red vest, the one on the right was as muscular as the armored ones but wore a grey vest, and the shortest one (Who was about a head taller than Spike) wore similar clothing.

"Uh... uh... Good day, gentle... uh, fellows..." Rarity nervously as she looked around, trying to find an easy escape route as the creatures slowly circled the trio. "Uh...I'm Rarity and these are my friends, Spike and Fluttershy." She said with an uneasy smile as Spike jumped off her and growled while the shy Pegasus let out a small "Meeep!" and hid behind her. "And you all are...?"

"We Diamond Dogs!" The short one exclaimed.

"S-so you are!" The fashionista stuttered. "W-well I can see that this is your territory, so we'll just be on our way-"

"NO!" The hulking one snarled, cutting her off. "Not when you have gem-finder magic!"

"Gem-finder...? You mean my spell for locating gems?" Rarity asked.

"Yes!" The medium-sized one confirmed. "We always hunt for gems. But you come and we watch, you find more gems than us! You are better hunter. So you hunt for us! You find us the baubles, beads, trinkets, and treasure!"

_'These ruffians have been stalking me?!'_ Rarity thought as she felt a cold shiver go through her body. "W-well, while I'm..._flattered_ that you admire the way I find gems," She said through gritted teeth. "I'm afraid I must decline assisting you in finding more..."

"NO!" The hulking one snapped. "You all find us gems, or we _make_ you find them!" He growled before charging at the closest of the trio: Fluttershy.

But the fashionista wasn't having any of that. "Keep your paws off of her, you damn dirty mutts!" Rarity screamed as she swiftly slid below him and kicked him in the crown jewels, Fluttershy quickly ran away as the hulking Diamond Dog doubled over groaning in pain. Wasting no time, Spike spewed a fireball at the short one that tried to attack them from the left. The lead Diamond Dog quickly lunged at him, only to be bashed in the face by a rock thrown by Rarity.

"EVERYPONY RUN!" The unicorn screamed as she grabbed spike with her magic and ran, Fluttershy quickly followed suit and darted after her.

Sadly they didn't get far as the three armored Diamond Dogs burrowed underground after them. They quickly dug a circle around the fleeing trio that caused the ground to cave in beneath them.

Fluttershy, Rarity, and Spike could only scream as they fell down the hole and deep into the Diamond Dog mines...

* * *

Near the edge of the forest, Three Leaf growled as she flew out of the trees. _**"After I take care of that little bastard Dragon, that stallion is next!"**_ She snarled to herself. The ex-Royal Guard had turned out to be tougher than she anticipated, his black chains easily kept her at bay while countering her constructs at the same time. She had tried getting in close to take him by surprise, only to end up on the receiving end of his hidden blade, costing her a head. And to add insult to injury he proceeded to cut off her ring-hoof and fling it across the forest! By the time she had put herself back together, the stallion was long gone.

However, as she flew over the Rocky Ridge she sensed something... avarice. It's essence wafted off the landscape around her, so much that she could practically swim in it! Which meant whatever lived here was extremely greedy. Then again, with all the gems that were sticking out of the ground, she couldn't blame it.

It was then she sensed another emotion; fear, it was faint compared to the greed that covered the area, but she could make it out. With an eager smile she bolted towards the source...

Unknown to her, she wasn't the only one sensing the greed in the area, a small orange star shot across the sky before stopping for a moment. It floated in the sky for a solid minute before soaring down towards the ridge.

_'Avarice detected.'_

* * *

Back in Cloudsdale, the battle continued. The city had been pretty much completely evacuated, save for the two Wonderbolts fighting their former comrades and the trio of Black Lantern Elites facing off against the Red Lanterns who had recently gained a new member.

"DIE, YOU MISERABLE PIECE OF FILTH!" Gilda screamed as she tore through another Black Lantern. The undead creature barely stood a chance as she picked up it's corpse and tore it in half. She then breathed pure napalm fire on the creature's body. As soon as it was destroyed the gryphoness started shooting around without any real indication where the blasts were gonna hit.

Ruby desperately avoided the blasts but due to the fact that the griffon was shooting at random it was getting increasingly hard to maneuver but as soon as she dodged one the gryphoness actually decided to ditch target practice and go straight to hoofball tactics and tackled her. She then grabbed Ruby's own decaying head with her claws and proceeded to head butt her... repeatedly... several times as a matter of fact before slamming her into the ground.

"THAT WAS FOR TRYING TO MAKE ME AN UNDEAD FREAK YOU BITCH!" Gilda roared as hovered above the crater she made. Ruby then pulled herself together and looked up in surprise.

_**"Huh, so THAT happened."**_ She said before flying up to fight Gilda again.

Rainbow Dash smirked as her long-time friend fought, she'd taken to the ring of rage like a fish to water. She looked up just in time to see another Black Lantern heading towards her, she shot a blast of red lightning through it's chest before slicing off it's head.

"Come on now, show me what you got!" Rainbow roared as she put one in a headlock and slammed him into a building. Through out the battle she was just letting the pure anger she felt sweep over her. That sweet adrenaline coursing through her veins was like a drug that she couldn't get enough of as the battle raged on. "IF THIS IS YOUR BEST THEN I AM THOROUGHLY DISAPPOINTED YOU LITTLE SHIT STAINS!" She yelled at the top of her lungs before diving downwards to deliver another smackdown to her opponent.

From up above Scootaloo smirked as she decided to jazz up her fighting style a bit, after blasting away another zombie she focused on her ring and began creating a another construct, at first thinking of her old scooter, but her thoughts slowly made it bigger and stronger, just as she was, soon the construct was complete, and it was none other than a motorcycle.

"Behold! The Behemoth!" The young Pegasus announced as she boarded her newly-created construct. The moment the engines whirred to life flames shot out of the exhaust pipes as the wheels themselves caught fire. The armor glowed intensely as six bladed chains started to appear out of her back where her wings would be, four of them crawling around each of her hooves like snakes and the others waving around as if they had minds of their own.

"I AM RED LANTERN SCOOTALOO! FEEL MY WRATH!" Her voice bellowed throughout the sky as she revved up her motorcycle and bolted straight for Grey Hoof and the rest of the zombies as they tried to blast her out of the sky. Each blast was simply deflected by the chains or simply missing entirely. The moment she made impact she mowed down as many zombies as possible before shooting one of the chains from her right hoof and impaling one from afar, the tip of the chain immediately turned into a spiked Mace, causing the zombie to explode from the inside out.

As the young Pegasus continued to slaughter her enemies she looked down to see several Pegasi fleeing into the airship. Scootaloo could've sworn she saw a stallion with the same rainbow-mane as her boss, she quickly brushed it off and turned around to blast away Grey Hoof just as he attempted to strike her from behind. She smirked at her hoof work before flying towards her boss, who was now engaged in a beam-o-war with, Mitta.

The young Pegasus quickly fired her own beam of energy to assist her rainbow-maned boss. Gilda, noticing the situation her old friend was in, immediately swatted Ruby out of the way with her wing before firing her own beam of energy at Mitta's back, causing her to scream in pain and lose focus. Both Rainbow Dash and Scootaloo's blasts immediately overpowered her own and sent her flying into another cloud house.

"I suggest you bastards give up now!" Rainbow Dash smirked as Scootaloo &amp; Gilda landed behind her, their bodies glowing with red energy. "This is my home! And I won't let you bastards destroy it for your own sick pleasure!"

Mitta snarled as she pulled herself out of the rubble with Ruby and Grey Hoof landing beside her. _**"If you think I'm going to be defeated by some upstart Pegasus and her lackeys you are sadly mistaken!"**_ She screamed in rage before charging forth with her companions at her side.

With the silent nod to each other, the Red Lantern trio charged forth with their rings glowing intensely, fully intent on winning this battle...

* * *

Many ponies stopped what they were doing upon seeing the two green and yellow streaks shoot through the night sky, some assumed that the Royal Guard had some new weapon to drive off the beast and immediately started to cheer.

The two ring-wielders flew high into the skies above Canterlot until they came close enough to the shield. Twilight immediately teleported them both to the shield's exterior, putting them face-to-face with the dragon. Upon closer inspection they could see that the dragon was missing several chunks of flesh around it's stomach, tail, and wings, almost as if it had just gone through a battle prior to arriving. However the emblem on its tail immediately showed them who it had been up against.

"The black lanterns recruited a DRAGON?!" Twilight screamed in shock.

The dragon quickly spewed a torrent of black flames at them, the two quickly dodged and darted around it's sides, Twilight on the left and Applejack on the right. They both proceeded to fire their respective beams at their foe, but all of a sudden, a black barrier surrounded the Dragon, blocking them both. Then with a snort and a flick of its wings, the Dragon's shield emitted a powerful shock wave that knocked the two back before continuing towards it's target: Canterlot.

"What in Equestria?! How-?" Applejack questioned.

"Looks like that thing's not as mindless as we thought if it can use the ring properly." Twilight summarized. "No matter, we can't let it reach the city! They've got enough problems as it is!" She stated as she created a hydra construct that immediately lunged towards the Dragon, the five serpent heads ensnaring the demonic creature and holding it back.

The Dragon gave a thunderous roar as it struggled to get the free before letting loose another shockwave that completely shattered the hydra construct to pieces. It snarled in rage before diving towards Twilight who quickly put up a shield...

"HEY UGLY!"

...only to get slugged in the face by a spiked wrecking ball conjured up by Applejack.

The Dragon snorted in rage before the ring around its tail began to glow ominously. Before Applejack could swing the wrecking ball again, it spewed another torrent of black flames at her.

"LOOK OUT!" Twilight screamed as she quickly darted in front of the apple farmer in an attempt to block the attack with a shield of her own.

Sadly, the Dragon thought ahead and immediately charged fourth. Soaring right through it's own flames and setting itself on fire, it immediately slammed itself into the two ponies, breaking through Twilight's shield and sending the two ponies spiraling down towards the mountains below...

* * *

Back in the caves of Rambling Rock Range, Spike slowly came to. "Ugh... what happened?" He moaned before realizing that he was stuck in a cage, hanging from the ceiling. "Okay, I'm getting really tired of getting knocked out..."

"Now hurry up and work, little pony!" Spike heard someone yell, looking outside his cage he saw that they were in some sort of mine. From his cage Spike could see Rarity and Fluttershy surrounded by Diamond Dogs, the lead one apparently trying to force them to wear a large, dirty harness chained to an empty cart.

"Ew! Get that filthy thing away from me!" Rarity screamed as she backed away with Fluttershy cowering in a corner. "I already told you once, I'll show you where the gems are but I'm not digging through that... ugh, _dirt!_ Nor will pull such a _filthy_ contraption!"

"You have no choice, if you no dig, you pull!" The hulking one growled as he grabbed the fashionista by the tail and yanked her towards him. The lead one then clamped the harness onto her midsection. "Now bring the Pegasus!" He commanded, The armored dogs quickly approached the cowering Pegasus.

Spike snarled as he spewed his firebreath onto the bars, not stopping until they searing hot, her started biting the bars, trying to twist and bend them to the point where he could escape.

_'Multiple potential hosts detected.'_

The young dragons eyes widened when he heard another voice. Looking up, he saw a orange light emerge from one of the holes in the ceiling. However upon closer inspection, he realized that the light it was emitting from a very familiar ring.

_'Wait a sec… That's the same ring Twilight and Applejack used!'_ Spike thought to himself as the ring floated down from above, catching everyone's attention.

"What is that!?" The hulking Diamond Dog stated.

"It's… shiny..." The short one exclaimed.

"It's MINE!" The leader shouted he began climbing the walls... only to be pulled back by several other Dogs.

"No, it's mine!"

"I saw it first!"

"I needs it!"

"No! The precious is mine!"

Rarity and Fluttershy could only watch in shock as the Diamond Dogs immediately turned on each other as their eyes became glazed over, soon the argument escalated into a fight. Each and everyone of them pummeling the other just for the sake of getting the ring.

Seeing his chance, Spike quickly extended his tongue towards the ring and wrapped it around the hole before pulling it towards him. _'Great thinking Spike, and who says long tongues aren't useful?'_ He thought to himself, giving himself a mental pat on the back... that victory was short-lived however when the ring committed a powerful burst of energy, Orange electricity erupted from its symbol and relentlessly struck Spike, causing the young Dragon to scream in pain and let go.

_'Negative, host potential minimal.'_ The ring stated, continuing to float in the air as the numerous Diamond Dogs below fought over to the right to take it.

Meanwhile, Rarity had used this distraction to free herself from the harness it was currently sneaking along the walls towards Fluttershy, being careful as not to draw their attention. "Fluttershy, we need to leave now! I doubt that that ring will distract those ruffians for long!" She stated that she pulled the timid Pegasus to her hooves.

"B-b-but what about Spike?" She stuttered, gesturing to the cage where the young dragon was being held.

_'Scanning for a suitable host...'_ The ring stated as it floated above the carnage.

Inside, Spike lay on the floor as small sparks of orange electricity coursed through his body as he groaned in pain. However as he slowly faded in and out of consciousness, he felt... _empty_... like a part of himself was missing. Suddenly he felt a pulse of energy flow through his body. He hissed in pain, it felt like his entire body was catching fire!

Back on the ground Rarity and Fluttershy quickly made their way to higher ground, with Fluttershy flying close to the wall and Rarity using the rocks jetting out of the wall to reach the upper ledges. Down below them, the Diamond Dogs continued their all out brawl against one another for the ring.

"Hurry Fluttershy." Rarity called out as she leaped from protruding ledge to another. "The sooner we save Spike the sooner we can get out of here!"

Fluttershy nodded and quickly flew towards the cage. Rarity then turned her attention to the ring floating a few feet away from her. "And now to make sure those ruffians don't get their dirty clause on you..." She said as she began casting her magic around the ring, attempting to pull it towards her. However the ring automatically let out a burst of energy and her aura was sucked into it like a vacuum.

"What the...?" Rarity attempt to cast the spell again, with a little more force this time. But the result was the same. "It can... absorb magic?"

_'Scanning...'_

Not too far away, Fluttershy flew up to where the baby dragon was being held captive. "Don't worry little dragon, soon you'll be safe and-" She gasped, much to her shock the dragon she saw was no longer a baby; Spike had grown to perhaps twice his previous length, his arms and legs much longer than before and hanging over the sides of the cage, which looked like it could burst open any minute.

"O-oh my g-g-goodness! What, how, why...?" The timid Pegasus stuttered, trying to find the right words for this situation. "R-Rarity, we m-m-might have a p-p-problem!"

"What do you me-"

*SNAP*

Suddenly the rope holding up Spike's cage snapped under so much weight, the two could only watch in shock and horror as the unconscious Dragon plummeted towards the floor below where the battle continued.

"SPIKE!"

*CRASH*

There was an eruption of dust, debris, and smoke the moment the cage hit the floor, The fighting had almost immediately ceased as everyone that wasn't dead or unconscious turned their attention to the crater in the ground.

Slowly, Spike crawled out of the crater, glaring sinisterly at the Diamond Dogs. Everyone was silent, waiting to see what action the new foe would take...

_'Scanning...'_

Then with a mighty roar, Spike immediately threw his head back before launching a giant fireball at them, the armored Dogs immediately burrowed underground to avoid Spikes flames, leaving their former comrades to be burned to death.

The now-hulking Dragon snarled as he looked around, trying to determine we are his enemies would resurface. However, instead ground started to rumble beneath his claws. Before he had time to react three armored Dogs burst out of the ground behind him and grabbed him by his legs and tail before dragging him underground.

"Oh no, Spike! What do we do Rarity?!" The shy Pegasus stuttered, fearing for the Dragon's safety(even if his was bigger and scarier now...).

"I don't know Fluttershy..." The Unicorn responded, staring at the Spike had just been dragged into and then back at the floating ring. "At this point the only hope we have of getting out of the situation unscratched is the ring. And it absorbs my magic whenever I try to levitate it, and it zapped Spike when he tried to touch it-"

*ROOOOOAAAAAR*

Their attention was drawn back to the various holes in the ground, The sounds of claws scratching armor and tearing flesh echoed throughout the caves along with several grunts and screams of pain. Pillars of green flames occasionally erupted from some of the holes followed by a menacing roar. The two ponies could only wait with baited breath as the unseen fight continued underground, praying silently that the transformed Dragon managed to pull through.

_'Scanning...'_

Their prayers were answered when the lead Diamond Dog was sent flying out of one of the holes and into the stone wall, completely beat up. Spike burst out of the ground soon after, he was covered in several cuts and bruises and held a crushed helmet from one of the armor Dogs in his left claw.

"What's mine is mine..." He growled.

The lead Dog slowly got up, groaning in pain as he tried to keep himself steady. However Spike wasn't about to let him off easy and immediately charged at him. "...and mine and mine..."

Fluttershy and Rarity huddled on the ledge as the fight continued, Spike slashed the lead Diamond Dog across the face before he could recover, as he screamed in pain the Dragon slammed his fist into his stomach, causing him to double over in pain. Spike tackled him to the ground. "...And mine and mine and mine!" He screamed as he relentlessly slammed his fists into his face, with each blow the ring glowed brighter and brighter. With one final blow the Dogs body went completely limp, Spike then lifted up the unconscious Dog by his neck and let out a victorious roar. "NOT. YOURS!" With those words he threw the defeated Dog into one of the nearby caves with a loud crash.

_'Suitable host detected!'_ The ring said before shooting towards the vicious Dragon as he basked in his glory. Before he could react, the ring last itself onto his claw and everything went black...

* * *

As Spike opened his eyes he found himself in a orange chamber, filled with tons upon tons of riches, diamonds, pearls, rubies, sapphires, all piled up in the center of the room.

However at the top of the pile was what caught Spike's interest, a large, orange lantern that had streams of lightning sparkling within in. Spike didn't know why, but at the moment to him that lantern was the greatest treasure of them all, a treasure that no gem could ever compare to!

With no time to waist he rushed towards the hoard of gems, climbing past the various treasures. As he climbed he felt his desire becoming stronger, the light was his, _only his!_ No one else's! Anyone who dare tried to take it would burn, _they would all burn!_

After what seemed like an eternity, he finally reached the top and eagerly grabbed the lantern. The moment he did however, an orange serpent shot out of the lantern and coiled itself around his body.

**_Spike of Equestria, You want it all!_**

The snake immediately bit into his neck, and then all Spike knew was pain as the orange lightning coursed through his body...

* * *

Fluttershy and Rarity could only watch in shock and horror as Spike screamed in agony while the ring latched itself onto his claw, the aura it emitted slowly warping and mutating his body. The remaining Diamond Dogs fled for their lives as the baby Dragon grew bigger to the point where his head almost reached the ceiling. His appearance slowly became more feral and fearsome as well, his spikes and scales grew sharper, his eyes became slitted, and to top it all off two large wings erupted from his back.

As the transformation finished, the now huge Dragon looked at the ring on his claw for a few seconds before a malicious smile spread across his face.

"MINE!"

With that one word Spike let out a fearsome roar and shot a massive green fireball at the ceiling, blasting a hole in it and flying off. As tons of rock and debris fell from above, the remaining Diamond Dogs burrowed underground while Rarity grabbed Fluttershy and quickly dived into one of the caves, narrowly avoiding getting crushed by the falling boulders...

* * *

Above ground, Three Leaf smiled as she sensed two large spikes of fear underground. _**"Finally, now I can rip that little Dragon to shreds and make his friends watch! And then after that..."**_

Anything she was about to say was cut off by a massive roar as for now adult-Spike burst out of the ground before her. She had little to no time to react as the Dragon swatted her aside like a fly and took off into the air. As the grown Dragons roar echoed throughout the sky, Three Leaf groggily pulled herself out of the crater Spike had smacked her into. _**"OK, first: WHAT?! Second: THE FUCK?!"**_

A loud roar was her answer as the earth shook beneath her. When she looked up she found herself face to face with Spike's less-than-happy face.

_**"Well look who got an overdue growth spurt!"**_ Three Leaf smirked before immediately flying upward, narrowly avoiding the stream of green fire that practically obliterated the ground she once occupied. _**"And he apparently grew a pair too! Well don't think for a second that this gives you an advantage! I'm still going to rip every scale off your body and force-feed them down your throat!"**_

The only response she got from Spike was a massive roar that echoed across the landscape before he charged at her in a blood hungry rage.

Three Leaf simply summoned a massive battle ax her ring. _**"Alright then! BRING IT ON!"**_

* * *

Applejack groaned as she pulled herself out of the crater, her head felt like it had just been used as a battering ram. "Ohhh... what in the hay hit me?" She mumbled.

She was brought out of her daze by a fearsome for that echoed throughout the mountains. "Oh right, _THAT_!" She grunted as she lifted herself into the air, searching for her unicorn friend. She didn't have to look far as she heard her dazed groan nearby.

"...Granny Twinkle? I don't want another bath..." Twilight called out from her own crater. "Will you tell me the story about the bunny?"

"Ahm just gonna assume that's the concussion talkin'..." The farmpony muttered to herself as she landed near the creator. "Com'on now Twi, we don't have much time before that thing reaches the city!" She called out, shaking her awake.

"Ugh... where did the moon men go...?" She mumbled before shaking her head and regaining her bearings. "Ok, I'm back. What'd I miss?"

"Yah mean besides us getting our flanks handed to us by that overgrown lizard?" The farmpony retorted, gesturing to said Dragon, who had resumed it's relentless assault on the city shield. "Now is yer done with your nap sleeping beauty, we got a dragon to slay!"

"R-R-Right, let's go!" Twilight stuttered with a small blush before they took to the skies again.

As they flew back towards the city, the dragon had already continued its assault on the shield, however suddenly there was a bright flash of light followed by the Dragon shrieking in pain. As the light died down Twilight's eyes widened upon seeing who their new ally was; her old foalsitter.

"CADANCE?!"

"TWILIGHT?!" The Alicorn exclaimed in shock. "W-Why are you here?! You should be halfway to Manehattan by now!" Her eyes then registered what she was wearing. "And why in Equestria are you-"

The lavender Unicorn tackled the Alicorn out of the way seconds before a stream of black fire incinerated her. Applejack took this opportunity to draw the Dragon's attention by blasting it in the face, the behemoth snarled in rage as it started firing blast after blast at the farmpony.

"Cadance I promise, I'll explain everything later!" Twilight stated. "But right now we have to stop that Dragon!"

"NO! Twilight if you think for a _second_ that I'm going to let you fight that thing-OOFF!" Whatever she was about to say next was cut off by Applejack slamming into her.

"Sorry 'bout that Princess." Applejack said as she flew towards the Dragon before constructing a hammer and slamming it into it's head, ripping it off. Cadence then saw Twilight conjuring up the head a serpent-like dragon construct, the construct took in a deep breath and swiftly released a yellow blast of fire from its mouth, blasting the Dragon into the mountainside. Before the two could celebrate the Dragon's head was almost immediately reattached to itself with ease and it roared at them, clearly angered that they ripped his head off.

"Aw come on! That's hardly fair!" Applejack screamed as the Dragon billowed black fire at them causing the three ponies to dodge the inferno before they were turned into fried ponies for supper. "This thing ain't dyin'! Anypony got a plan for dealin' with it?!"

"Twilight, are you even listening!?" Cadence called out.

"Maybe getting the ring off it?!" Twilight responded, seemingly ignoring her. "It might be like ours but it's also keeping it aliv-WOAH!" Twilight screamed before dodging a blade of dark energy , she glared back at the Dragon, who was creating a shadowy aura around it's body. Thinking hard Twilight conjured up a scythe and grabbed it before twirling it a bit. Applejack just summoned a plain ax before she charged the beast. The beast roared as it tried to swat aside the farm mare who managed to get in one or two good slashes here and there. But then the Dragon got lucky and managed to hit the farmer with a swipe of it's tail and pinned her with a claw. It raised it's other claw in preparation for smashing Applejack's head in when it soon heard a sickening *SCHLAK* and looked to it's claw to see a finger falling off… the claw that held it's ring to be exact. Twilight-still holding her scythe-and Applejack both looked over at Cadence to see her horn glowing red from a energy beam she just fired off.

"Nopony… hurts Twilight on my watch!" Cadence huffed. Before anyone could react, the Alicorn of love flared her wings to their full extension and fired another massive magic blast down at their foe. The Dragon quickly put up a shield, blocking it just in time, but Cadence simply poured more energy into the blast, refusing to let up. Much to Twilight's surprise, the Dragon's shield shattered under the pressure, with nothing to protect it the Dragon was almost immediately torn apart by the Alicorn's raw power. Twilight and Applejack simply floated there, gawking at the raw power the Alicorn had just displayed.

"Wow… just… just wow..." Those were the only words Applejack could use to describe what she'd just witnessed.

"C-Cadence..." Twilight stuttered, almost at a loss for words. "Th-that was-'

_**"Well, well, well, it seems my pet dragon wasn't enough to bring down that wretched shield."**_ A sinister yet familiar voice called out, startling the group. _**"I guess I'll have to take a more…direct approach..."**_

"Then come on out, Nightmare Moon!" Applejack shouted into the dark clouds surrounding them. "We've defeated your pet and your next! It's time for us to blast you straight to Tartarus where you belong!"

_**"Such naive little ponies..."**_ Nightmare Moon's bone-chilling voice echoed through the skies as several dark clouds started swirling together, creating a dark abyss in the center. The air around the three ponies began to get chillier, to the point where they could see their own breath. Then suddenly from within the abyss, two demonic eyes glared at them, those eyes belonging to none other than Nightmare Moon herself. _**"We are already in Tartarus. MY Tartarus!"**_ She proclaimed as she flew out of the abyss in front of the trio.

_**"Well, well, you two must be the light-wielders that have been giving my forces so much trouble..."**_ The demonic Alicorn stated, keeping her gaze on Twilight and Applejack before shifting her gaze over to Princess Cadence. _**"And what's this? Celestia's little substitute?"**_

Despite the bone-chilling atmosphere, Cadence gave Nightmare Moon a sharp glare. "I am Princess Mi Amore Cadenza, the Alicorn of love and current ruler of Equestria in Celestia's absence. And you, Nightmare Moon, will PAY for the crimes you have committed against my subjects!" She finished, flaring her wings menacingly.

Twilight couldn't help but look at her old foalsitter with surprise and a bit of pride. She had never seen her this serious before.

"Twilight..." Cadence whispered, trying to fight off the chilling sensation their enemy was giving off. "I need you to take your friend and get back to Canterlot as fast as you can."

"Not a chance!" Twilight snapped, startling her old foalsitter. "I received this ring because I needed to protect those that were close to me, that includes you!"

"Y'hear that Nightmare Moon?!" Applejack called out. "You ain't takin the city as long as we have anything to say about it!" She shouted confidently, causing the demonic Alicorn's eyes to narrow.

_**"You dare defy me? The rightful ruler of all Equestria?! So be it! You shall pay for your defiance with relentless pain! Prepare to feel my wrath!"**_ The Nightmare Queen screamed as her horn began to glow ominously. The ring-wielding ponies and the Alicorn of love immediately charged forth, their rings/horns glowing brightly.

However instead of attacking, the demonic Alicorn simply encased herself within a black shield. The trio of ponies immediately attempted to break it, Cadence started firing every beam of energy she could, Applejack re-created the spiked wrecking ball construct and have it away at it, Twilight herself tried to teleport inside and take her by surprise, but found herself blocked off for some reason, as such she created another hydra construct that immediately started biting away at the shield, but the shield held up none the less, not even showing so much as a crack.

Suddenly, five stone orbs appeared above her, each one of them had the symbol of a gemstone on front and were glowing ominously,Twilight could make out the faintly colored auras of the orbs, pink, yellow, white, blue, and orange, but those colors quickly vanished as the aura took them over. As this took place, a sixth orb appeared in the center, slowly morphing and transforming until it formed itself into what looked like a corrupted version of the power battery, only it was completely black and the inside looked like it contained a never-ending void.

Nightmare Moon's horn glowed as her magic slowly seeped into the gemstone symbol along with a black aura that emitted from the black power battery itself, causing several dark cracks to spread over the orb from the center.

_'No, it cannot be!'_ Celestia's voice echoed from the ring. _'I can't believe she's actually doing it! This is impossible!'_

"What's wrong Celestia?" Twilight asked nervously, for some strange reason her mentor sounded outright _scared_.

_'Twilight, those orbs that she holds, they're the same ones that were used to imprison her a thousand years ago!'_

Twilight felt her blood run cold when she heard that. "You mean those are... THE ELEMENTS OF HARMONY?!" She screamed as the realization dawned on her just what kind of power Nightmare Moon could wield if she fully corrupted them. She quickly called out to the mares who were attacking from the other side of the orb. "GIRLS! SHE'S WIELDING THE ELEMENTS OF HARMONY! IF WE DON'T STOP HER FROM CORRUPTING THEM SHE'LL USE THEIR POWER AGAINST US!"

But as she shouted, the Nightmare Queen began to chant, the same one she used when she first appeared in Ponyville.

**"My Blackest Night spreads through the skies,**

**Let darkness grow as all light dies,**

**We'll crave your hearts and your demise,**

**By my dark will...The dead shall rise!"**

The second she finished her chant each of the orbs let out a powerful burst of magic. Both Twilight and Applejack were flung back while Cadence just barely held her ground.

_**"Now false Princess, feel the wrath of Equestria's true ruler!"**_ Nightmare Moon cackled before the Elements fired a combined beam of dark energy at the unprepared Alicorn, striking her dead-center in the chest and sending her flying back towards the city. The Alicorn of love crashed into her boyfriends shield, shattering it upon impact.

As she fell to the city below, Cadence's vision quickly became black, the last thing she could she hear was her terrified subjects screams...

"CADENCE!" Twilight shouted before turning to face the Nightmare Queen in rage. "YOU MONSTER!"

_**"That's the current ruler in Celestia's absence? It would be funny if it weren't so pathetic..."**_ The Demonic Alicorn smirked in sadistic amusement. _**"Oh what the hell I'll laugh anyway, AHAHAHAHAHAHAHAHAHA!"**_

Twilight didn't know what came over her, but in the blink of an eye she had fired an intense blast of magic from both her horn and her ring. "NOPONY. HURTS. MY. FOALSITTER!" She screamed as she relentlessly blasted away at the Nightmare Moon's shield, Applejack could only stare at Twilight with a dumbfounded look on her face, she quickly snapped out of it and charged fourth, assisting the enraged unicorn in her assault on the shield.

The Demonic Alicorn growled the Elements proceeded to glow once more before firing a rapid barrage of large dark crystals at the two. Twilight in her enraged state created five giant drills and quickly slammed them into the crystals. While they managed to hold the crystals back for a few seconds, the lavender unicorn was slowly being forced back by so much power, The point where her drill constructs started to crack.

Applejack quickly engulfed the yellow drills with her own constructs, adding several spikes to the exterior to strengthen the force. At first it seemed like he was working as small cracks began to appear on the surface of her shield. However, the Nightmare Queen's eyes began to glow intensely. With a mighty roar of anger, her shield extended outward, dispersing the two constructs and sending out a shockwave that pushed the two back a few feet.

_**"Insolent worms! "Now you shall deal with me, little ponies. And all the powers of TARTURUS!"**_ She shouted as the darkness closed in around them. The two mares could only encase themselves in their respective shields as the Nightmare Queen began to sing...

_(Play Courtesy Call by Thousand Foot Krutch.)_

_**"No-w, here comes the danger falling tonight,**_

_**Be ready cuz' I'm gonna give you a fright,**_

_**Now you shall bow down before my might!**_

_**I'll take you do-wn,**_

_**I'll beat you down till you fight no more,**_

_**When darkness beckons I'll answer it's call,**_

_**This is your last warning, you will all fall!"**_

As the undead Alicorn sang a large storm cloud started to form overhead. Then with a haunting laughter she slowly disappeared into mist. As her haunting voice echoed around them Twilight desperately tried to pinpoint where the voice was coming from, but it seemed to be coming from every direction at once! It was like the very storm itself was stalking them!

_**"No-w, here comes the danger falling tonight,**_

_**Be ready cuz' I'm gonna give you a fright,**_

_**Now you shall bow down before my might!**_

_**I'll take you do-wn,**_

_**I'll beat you down till you fight no more,**_

_**When darkness beckons I'll answer it's call,**_

_**This is your last warning, you will all fall!"**_

As the song continued, Nightmare Moon summoned several balls of black lighting along with six constructs in the form of demonic bats half her size. With a mental command the bats flew forward while the lighting balls began to circle the two mares, both of whom immediately summoned their shields.

_**"You'd better be afraid, I'm the storm that comes your way,**_

_**When I strike I shake you to the core,**_

_**leavin' you colder than before.**_

_**Here I come now to settle the score,**_

_**even stronger than before.**_

_**We crave your hearts, and your demise!"**_

Twilight quickly called forth four heads of her hydra construct while AJ summoned a massive Timberwolf. The hydras immediately got to work, trying bite down on the demonic bats. But they were quicker than the heads and easily dodged every time one of the heads lunged at them before slicing them apart. Meanwhile AJ's Timberwolf was having less luck, due to it's massive size the dark bat simply struck several points on it's body at rapid speed, giving it no time to focus.

_**"Do-n't think that you'll all survive this fight,**_

_**or ever stop this never-ending night,**_

_**you're mere foals before my eyes,**_

_**Now my little ponies fill the night with your screams!"**_

However unknown to either of them, while they were fighting Nightmare Moon detonated the balls of black lightning around them. The two mares screamed in agonizing pain as they felt the dark Magic coursing through their bodies causing their own constructs to shatter like glass. Nightmare continued to sing, relishing in their fear and misery as her bat constructs continued to hack and slash at them with their sharp wings.

_**"No-w, here comes the danger falling tonight,**_

_**Be ready cuz' I'm gonna give you a fright,**_

_**Now you shall bow down before my might!**_

_**I'll take you do-wn,**_

_**I'll beat you down till you fight no more,**_

_**When darkness beckons I'll answer it's call,**_

_**This is your last warning, you will all fall!"**_

Twilight just barely managed to focus hard enough to conjure a shield, just barely holding off the lightning and bats. Applejack growled before she fired off several green energy bolts in a fit of rage(but sadly missed every target) while Twilight proceeded to cast another healing spell on her. However her yellow shield started to crack under the relentless onslaught of strikes from both the lightning and the bats.

_**"There's fear at your very core, **_

_**and you'll never win this war.**_

_**I'm the shadow that haunts the eternal night,**_

_**filling your dreams to the brim with fright,**_

_**but survival is a must,**_

_**so die or stand with us.**_

_**We crave your hearts, and your demise, **_

_**THE. DEAD. SHALL. RISE!"**_

Twilight winced in pain as she started casting a healing spell on herself, but Nightmare Moon had other plans. With one mental command her demonic bats let out a loud screech, causing the two to hold their ears in pain and lose focus. As a result their shields vanished, leaving them wide open to attack.

_**"Do-n't think that you'll all survive this fight,**_

_**or ever stop this never-ending night,**_

_**you're mere foals before my eyes,**_

_**Now my little ponies fill the night with your screams!"**_

The bat constructs wasted no time bum-rushing their targets, striking them from every angle possible and not giving them any time to recover. Twilight swiftly pushed Applejack out of the way a split-second before they hit, the lavender Unicorn screamed in pain as their razor-sharp wings cut through her armor, leaving several cuts all over her body.

_**"No-w, here comes the danger falling tonight,**_

_**Be ready cuz' I'm gonna give you a fright,**_

_**Now you shall bow down before my might!**_

_**I'll take you do-wn,**_

_**I'll beat you down till you fight no more,**_

_**When darkness beckons I'll answer it's call,**_

_**This is your last warning, you will all fall!"**_

Applejack angrily fired off more energy bolts, only for a dark shield to form around her helpless friend. She quickly try to charge a more powerful shot but it was immediately grabbed from behind by two giant claws conjured up by the undead Alicorn. She struggled to get free, but with one mental command the claw let loose a powerful surge of dark electricity. The farm pony could only scream as she has shocked to her very core.

_**"No-w, here comes the danger falling tonight,**_

_**Be ready cuz' I'm gonna give you a fright,**_

_**Now you shall bow down before my might!**_

_**I'll take you do-wn,**_

_**I'll beat you down till you fight no more,**_

_**When darkness beckons I'll answer it's call,**_

_**This is your last warning, you will all fall!"**_

Nightmare Moon threw the weakened Earth Pony at her comrade just as she canceled out her shield, sending Applejack crashing into Twilight. She then summoned the Elements once more and fired a combined beam of dark energy at them. The two, unprepared for the attack, were struck dead on by the deadly mixture of dark magic and the essence of death itself and were immediately sent flying straight into the cliffside right below Canterlot.

Twilight was the first to recover, groaning as she dragged herself out of the crater they'd been blasted into... only to be kicked back to the bottom, courtesy of Nightmare Moon herself.

_**"Well, I believe we're done here..."**_ She smiled maliciously she stood over the two. _**"As amusing as it is toying around with you, I think it's about time I brought my attention back conquering Celestia's Kingdom, and made you the newest members of my army!"**_

Twilight heard a cry of pain from beside her, and realized that she was going Applejack first! "No!" She cried out, struggling to get back on her hooves. Nightmare Moon merely cackled as she levitated the farm pony towards her, relishing in seeing her vainly struggle as her armor lost it's glow.

_**"Welcome to the Black Lanter-GAH!"**_ The Nightmare Queen was cut off as a painful shock spread through her body, forcing her to drop Applejack. At first she thought that the Earth Pony had attacked her, but upon tracing where the pulse came from she realized it had came from on of the Elements! _**"H-how...?"**_ Before she could question what was happening, another shock screw through her body, this time from three of the Elements!

_**"RGH! What the?!"**_ Nightmare Moon could barely comprehend what was happening. One moment the Element's were under her control and her victory assured, then next they were completely rejecting her magic! She was so distracted by her weapons turn against her, that she failed to notice Twilight taking the time to heal both herself and Applejack.

_**"NO, NO! YOU WILL OBEY ME!"**_ The Demonic Alicorn screamed in rage as the Elements of Harmony began to glow various colors; pink, yellow, white, blue, and orange. _**"I AM YOUR WIELDER! I AM YOUR MASTER! YOU WILL OB-ARRGH!"**_ Her rant was cut off as the Elements released a burst of magic, knocking her back several feet.

Applejack and Twilight-now fully healed-could only watch in shock as the Elements seemingly turned on their wielder as the Demonic Alicorn before them screamed in agony, lights of many different colors erupted from the elements as they relentlessly struck her. Seeing their chance the two mares immediately find their respective blast at Nightmare Moon while she was distracted, however she quickly formed shield around herself before another blast from the Elements could hit her, however it was clear that the shield itself was starting to deteriorate.

_'Twilight!'_

"Princess?! What's happening?!"

_'The Elements are rejecting her dark magic! I can feel them fighting her influence, but they won't last long! Grab them, quickly!'_

Twilight nodded and quickly reached out to the white and oranges ones with her magic as quickly as possible, seconds after she did, Nightmare Moon let out a cry of rage and immediately let loose another burst of dark magic, encasing the remaining Elements in dark shields of their own, even in their confinement it was clear that the Elements were fighting to get free as they rattle about their prisons. _**"Don't you foals dare think for a second that this is over!"**_ She snapped, giving Twilight and Applejack the mother of all death glares. _**"I will return. And when I do, Canterlot, as well as all of Equestria, will be MINE!"**_ And with that final proclamation, she vanished into thin air, taking the remaining Elements with her...

"W-What just happened?" Applejack asked, staring at the spot Nightmare Moon had just been in, half expecting her to pop out of nowhere and attack them again.

"Apparently the Elements are somewhat sentient." Twilight explained, despite looking just as confused as her friend. "They were somehow able to reject Nightmare Moon's influence...but why, and how?"

"Ah don't know sugarcube." Applejack said, "But we have to get back to the city and stop those things from harming anypony else!"

"Right..." Twilight nodded in agreement. "But first things first..." She added, staring at her own ring. Applejack quickly got what she was hinting at and immediately summoned her power battery, with Twilight following suit.

_"In Brightest Day, in Blackest Night,"_

_"I will not flee from evil's sight!"_

_"When evil rises and wields it's might,"_

_"Beware my power - Green Lantern's light!"_

_'In Blackest Day, In Brightest Night,'_

_'Beware your fears made by my light,'_

_'To those who dare challenge my might,'_

_'Burn like my power... Fear's vengeful Light!'_

The two breathed a sigh of relief as they felt their energy returning. With no time to spare, the two ring-wielders flew back towards the city...

* * *

"DIE YOU MISERABLE PIECE OF UNDEAD SHIT!" Gilda roared as she raked her claws across Grey Hoof's face, leaving three red, glowing gashes. Grey Hoof howled in pain as he clutched his scared face.

_**"How?! How did you-"**_ Whatever he was about to say was cut off as Gilda slammed her ringed fist into his ribcage.

"FUCK YOU, THAT'S HOW!" She screamed before firing a blast from her ring, tearing apart most of his body from the inside and sending several parts of him flying across the city.

Ruby quickly bolted through the clouds pursued by an angry Scootaloo riding her Behemoth through the skies, constantly hurling flaming chains at her fleeing opponent and blasting apart any Black Lantern that got in her way. _**"Can somepony tell me at what point we lost control here?!"**_ Ruby screamed as she narrowly dodged a chain aimed at her head, only for the enraged mare to nail her right in the spine.

"GET OVER HERE!" Scootaloo shouted with a malicious smirk as she yanked Ruby towards her and hurled her into the air. Ruby quickly launched another construct in the shape of a dragons head down at her, the construct opened it's gaping maw as it hurled down towards her, only for her bladed wings to extend and slice it to bits. Wasting no time, she swung the Black Lantern into a nearby building and then, not giving her target time to recover, rode her Behemoth down the building! Spikes erupted from the front tire as the chain vanished and she mowed down Ruby. "FEEL THE BURN BABY!" She screamed as she popped a wheelie the moment she hit the ground, blasting her to pieces.

"Hell hath no fury like a flaming mare on a motorcycle!" The young Pegasus proclaimed proudly. Rainbow Dash could only smirk as she clashed with Mitta in the air.

"Like I said you undead freaks! You should leave here NOW! Cloudsdale is under Red Lantern protection now and if you or any other lanterns get near it you'll feel our wrath!" Rainbow roared as she aimed and shot a well placed energy blast right at Mitta's face, blasting a good chunk of it off.

_**"ARGH!"**_ Mitta screamed as she clutched the remains of the right side of her face, this wasn't how it was supposed to go! As she looked around she could see many of her troops being blasted and torn apart by the two Red Lanterns. And given how their remains were being constantly scattered throughout the city, would take them much longer to reform and regroup.

_**"This is far from over you bitches! Our queen will gather more troops and when she does-"**_ What exactly their queen would do next nopony would find out as Rainbow used her bladed gauntlet and sliced Mitta's head off and drop kicked it out of the city.

"AND THE KICK IS GOOD!" Rainbow shouted as she chuckled a little to herself.

"YOU THINK YOU CAN HURT ME?! THAT YOU'RE BETTER THAN ME?! GILDA STRONGWING?!" She heard her old friend scream, following the sound she saw Gilda battling several remaining Black Lanterns who were either trying to strike her in the heart or rip her apart with their own constructs, while the Griffoness would kick/blast them away whenever they got too close, she quickly getting swarmed. "WELL YOU'RE NOT! I OWN YOU! I OWN YOUR CITY! I OWN THIS CITY!" Gilda shouted before bolting higher into the air as a orb of red energy formed in her claws, growing bigger as she charged it. "IN FACT..."

* * *

Not too far from the battle, Spitfire and Soarin continued their battle against their undead opponent's. Surprise &amp; Fleetfoot proved to be stronger than they anticipated as they easily deflected any attack they threw at them. Right now the two undead Wonderbolts had them on the run, constantly ducking and dodging around the collapsed remains of the cloud city. Sadly for them didn't deteriorate Surprise or Fleetfoot, as they simply blasted apart any and all obstacles in their way.

"Any ideas, Spitfire?" Soarin asked as he avoided another blast for Fleetfoot.

Spitfire grunted as she flew through the remains of a book store. "Keep flying and don't slow down!"

"Great, any ideas that'll get us out of this alive?!" Soarin cried out as he narrowly avoided a construct in the shape of a birds talon.

Spitfire was about to retort, but a bright red light immediately got her attention. Looking above she saw a giant red orb hovering above the city, and from what you could tell all of the zombie ponies were fleeing from it.

_'Well then, if they're fleeing from it, that means it must be able to hurt them somehow...'_ The Wonderbolt Captain thought to herself, with a new plan in mind she made a hard right and flew straight towards the orb with Soarin in tow.

"Spitfire, with all due respect, WHAT THE HAY ARE YOU DOING?!" Soarin screamed as they got closer and closer. Only thing preventing him from stopping being their undead comrades.

"I'll tell you if we survive!" I shouted as they continued towards the giant orb of death. Surprise &amp; Fleetfoot, realizing what their intent was, immediately turned around and attempted to get out of the blast radius before it was too late. At that moment however, Spitfire quickly grabbed Soarin and dived into the clouds.

* * *

"...FUCK THIS CITY!" And with that she tossed the massive orb down, several of the Black Lanterns tried to escape the blast, only to be obliterated by it or ripped apart by Scootaloo before they got very far. Rainbow Dash could only watch as it landed on a cloud resulting in a massive explosion that destroyed several blocks and left a trail of flaming debris.

"GILDA CALM DOWN!" Rainbow shouted as Gilda readied another red orb.

"WHY SHOULD I CALM DOWN?! THESE BASTARDS STARTED POPPING UP EVERYWHERE AND NEARLY KILLED YOU! CALMING DOWN IS THE LEAST OF MY WORRIES!" Gilda shouted as her orb slowly got bigger.

"You keep blasting holes into Cloudsdale we won't have a city LEFT to defend chicken brain!" Rainbow growled.

Gilda leveled a murderous glare at Rainbow for few seconds, but then snorted as the orb shrunk down until it disappeared and growled but conceded to Dash… for now at least. Before their conversations could go any further however, their armor slowly started to vanish. "What the...?

_'Warning: Ring power at 20%.'_

"So what do we do now huh?" Scootaloo asked as she rode up right beside the two. "It's not like we can fix this place, and we need a place to stay and rest when we're not kicking ass."

Gilda blinked upon seeing the young Pegasus, she'd been too busy ripping apart zombies to pay her any mind, but now it was dawning on her just how young she was. "Seriously Dash?! A foal!?" The Griffoness snarled, shifting her attention to her old friend. "You somehow got a ring with enough power to blow up an entire mountain and you give that power to a FOAL?!"

Scootaloo shot a glare at Gilda (which the Gryphoness found humorous considering how small she was). "HEY! I'll have you know I took down more of those freaks than you!"

Gilda rolled her eyes. "Dream on, shorty! I'm the one who obliterated most if not all of their forces with one blast!" She gloated while puffing out her chest with pride.

"Oh yeah, and you only took apart HALF OF THE CITY IN DOING SO!" Young Pegasus snapped, gesturing to the ruins of the city. "Seriously, I think you did more damage than the zombies did little Miss trigger-happy!"

Gilda had had enough lip from the filly and was about to grab her...

"BOTH OF YOU, ENOUGH!" Rainbow shouted at them just as Gilda had her right claw around Scootaloo's neck. "Gilda let the kid go. She's proven herself and plus we DO need the extra help… much as I don't want to admit it." Rainbow growled. Gilda just snorted as she let Scootaloo go.

"Consider yourself lucky you little runt." Gilda growled as she walked up beside Rainbow.

"I'm not a runt." Scootaloo muttered under her breath as she also walked up to Rainbow's side.

"So where do we go now Dash? Not like we have all of Cloudsdale to use." Gilda deadpanned.

Rainbow Dash looked around, most of Cloudsdale had been leveled, the whole place looked as though somepony decided to set off several bombs at once, the stadium was in ruins, and most if not all of the buildings had been destroyed. Rainbow Dash continued to look before her eyes settled on one place… and then she began to smile.

"I think I know just the place."

* * *

Canterlot was in a state of mass panic. The moment the shield shattered several dark portals opened around the city Black Lanterns poured out of them and into the city, attacking everyone in anything in sight, blasting apart houses and striking down civilians before forcibly transforming them into Black Lanterns themselves.

The moment Twilight and Applejack arrived they decided to split up. Twilight made her way towards the castle while Applejack flew deeper into the city to make sure the remaining civilians got out of the city safely.

Twilight quickly dodged to the left to avoid another blast from her current pursuer; an undead Royal Guard. She quickly summoned to construct in the form of a large Raven that gave a loud screech before charging at it's the new prey, however the Black Lantern immediately fired a much bigger and powerful blast right before it was shredded to pieces by it's talons.

Twilight quickly dodged out of the blasts path, only for her eyes to widen when she realized that the ring wasn't aimed at her, but rather the Canterlot cemetery! With speed she didn't even know she possessed, Twilight immediately bolted towards the ring and smacked it away, seconds before it could impact.

"Whew! That was close!" The lavender Unicorn said before something caught her eye, she placed a giant shield over the cemetery before another black ring could hit it.

She was about to charge back into the city however she noticed that one of the towers in the castle had been hit. "Oh no!" Wasting no time she quickly charged towards the castle, silently praying that it hadn't hit anypony.

The moment she entered the tower however, she realized that this had been one she'd never entered before, there was nothing inside except for... a mirror?

"Where did the ring go...?" Twilight pondered as she searched around the room. There were no other ways into the room aside from the hole the ring made and the door was locked. She briefly looked at the mirror again, her reflection staring back at her, for a moment she could've sworn she saw the surface of the mirror ripple. She slowly reached out her hoof to touch it...

*BOOOM*

Only for a large explosion to shake the castle, snapping her out of her thoughts. She ran towards the hole in the wall and saw that many more Black Lanterns were attacking the Castle. Moments after the explosion however, a pink shield appeared around the Castle, cutting off the Black Lanterns from there we enforcements while keeping the remaining ones outside at bay. Twilight smirked as she recognized it as her brother's shield. "Thanks BBBFF." She said as she saw several Royal Guards making an effort to escort the remaining civilians towards the Castle. "The less monsters I have to deal with the better!"

Twilight cast an uneasy look at the mirror before flying off, ready to take care of the remaining Black Lanterns that were still within the shield... only to notice a trail of smoke coming from the Castle Gardens. Upon closer however, she saw a familiar figure crawling out of a crater.

"Princess Cadance! Oh thank Celestia she's alright!"

_'You're welcome.'_

Twilight simply rolled her eyes at the Princess' quip and flew down to aid her old foalsitter...

* * *

Not too far from the castle gates, Shining Armor smiled at his handiwork, having put up the second shield around the castle. He proceeded to rush through the streets of Canterlot, hoping to find any civilians in need of assistance and most importantly the Princess; his marefriend.

As he ran he proceeded to deflect another blast as he charged through the city, he turned the corner to find several of his fellow Guards facing off against a small group of Black Lanterns.

The moment the demonic ponies attempted to charge them, the Captain of the Royal Guard rushed past them and quickly created a giant shield around the Black Lanterns before levitating it into the air. He then proceeded to shrink the shield down until the zombies were being crushed up against each other. He finally stopped when his shield had crushed his enemies in nothing more than a ball of broken limbs and other body parts, with a satisfied smirk he dispelled the shield and dropped the crushed zombies to the ground.

However much to his shock, The withering mass of zombie parts began to twist and wither before merging together to create a giant humanoid abomination that's towered three stories above the Unicorn, all in all, a vomit-inducing site.

"Captain… permission to hurl after this is over?" Asked one of the Royal Guards, who looked like he was trying to hold in everything he had eaten prior to this event.

"Granted." Shining Armor deadpanned, trying his best not to lose his own lunch.

The humanoid giant lifted it's hand, revealing six Lantern Rings, one on the tips of it's fingers and one in the center of it's palm. All six of them began to glow sinisterly as they charged up with energy, Shining Armor quickly put a shield while the rest of the Royal Guards readied their weapons and/or spells. The giant took aim…

*WHAM*

...only to be crushed by a giant, green, spiked-ball from above, courtesy of Applejack. "Don't worry yall! Backup's here!" The farmpony called out as she created a chain-link from her ring to the spiked-ball and lifted it up, preparing to slam it down again. However the black giant quickly caught it this time and immediately yanked it forward, pulling Applejack forward as well. Not giving it's new opponent any time to recover, it immediately slammed it's fist into the armored pony, dispelling her construct due to her lack of focus and sending her flying through three houses.

"Ok, ow." The farm pony mumbled as she pulled herself out of the wreckage, she then noticed that something was missing. Looking around she saw her hat lying a few feet away from her... completely torn and barely intact. She stared at it for a few seconds before the black giant stomped through the wreckage towards her. Several of the Guards were attempting to stop it, either by striking it from the air or using long-ranged attack from a distance, but it seemed to only be focused on her.

"Now you've done it..." She mumbled and she flew into the air, the green aura around her glowing brighter than before. "...gone and made me MAD!" She screamed before conjuring up a spiked gauntlet and bolting towards the giant, giving it a swift uppercut hard enough to send it flying into the sky. She then quickly flew above it as it reached the apex of its flight and transformed her gauntlet into a massive sword almost twice her size. She then flew down and vertically sliced through the giant with his sword before following up with multiple slashes from various directions, be it up, down, left, right, she slashed relentlessly, giving the giant no time to react.

Then finally, she dispersed to the sword and aimed her ring-hoof before firing a powerful blast, sending the what remained of the giant flying out of the city.

"Ah really liked that hat..." She said before turning her attention to the remaining Guards. "Ya'll all right?"

"Y-yeah... we're good." Shining Armor replied, downright shocked at the power this mare wielded. "Wait… You're the pony that was with my sister!" He exclaimed in shock. "How did you-wait, if you're here where's-"

*BOOM*

The Captain was cut off as another explosion went off in the city. "We'll talk about that later! We need to stop these creatures before they destroy the whole city!" Applejack stated before taking off into the air breathing a sigh of relief, she really didn't want to be the one to tell him the his little sister was fighting this battle as well.

She was brought out of her thoughts as a black bolt of lightning zip by, narrowly missing her head. She turned to see five Black Lanterns descending towards her. "So that's how it's gonna be huh?" She smirked as they surrounded her.

_**"Give it up! You're clearly outnumbered!"**_ One of them mocked.

"That's true, but you're clearly outmatched!"

Applejack smirked before dodging another blast from one zombie before slamming her back-hooves into another behind her. "Alright, you undead jerks." She said as she took a stance. "You ready to die _twice?_"

* * *

"Ugh..." Cadance moaned as she slowly got up, limping with each step."...what hit me?"

"Oh nothing much, you just got bitch-slapped through your boyfriends shield and into the ground by a power-hungry Alicorn." A voice called out. "I must say you lasted a lot longer than I thought you would, that was like, what, ten seconds?"

"Don't-ow-get smart with me..." The princess grumbled as she pulled herself out of her body shaped creator, casting a healing spell on herself. When she opened her eyes she looked around, realizing she was in the Castle Gardens. "Now, what's the situa-" she stopped in mid-sentence when she realized nobody was around. "Wait, then who was I talking to?"

She turned around to see and odd-looking statue before her, the creature seemed to be a combination of various animals, and was stuck in a pose that made it look like it was singing.

"What the...?"

_**"Why hello, Princess"**_

The Alicorn's eyes widened when she heard a distorted voice. Looking behind her she saw about ten undead ponies advancing on her. _**"It looks like we must succeed where are Queen failed..."**_ The leading mare smirked, the group was about to charge at her until...

"OH NO YOU DON'T!" Another voice called out from above. The lead zombie barely had time to look up before she was crushed by giant yellow Cockatrace. The construct immediately let out a fierce roar before smacking two more of the zombies away.

"You undead freaks aren't laying the single hoof on my foalsitter!" Twilight shouted as she landed in front of Cadence, with a single stomp of her hoof she summoned twelve Royal Guards, lead by an Alicorn with a shield cutie mark. "Now then, let's make this a fair fight!" Twilight proclaimed, and with that the construct charged forth, ready to defend their master...

* * *

Fluttershy and Rarity made their way through the collapsed caverns of the Rambling Rock Ridge, navigating the dark tunnels with Rarity's horn being the only source of light.

"Well, I can easily say that we are completely lost..." She muttered as she cast her gem tracking spell once more, the cave lit up with several gems aligning the walls revealing two separate tunnels, the one the left leading upwards and the one on the right leading deeper into the cave. After a moment of thought she made her way towards the left side. "Hopefully this will lead us up and out of this dank, dirty cave." She was about enter the cave, only to notice Fluttershy seemingly rooted to the spot, staring straight ahead. "Fluttershy?"

The timid mare stayed silent. "Listen sweetie," The fashionista sighed as she trotted towards her friend. "I know you're still shaken by Spike's… sudden growth spurt, but we can't-"

"Shhh." Fluttershy silenced her friend by placing a hoof on her muzzle. "Listen...can't you hear it?" She asked, gesturing towards the cave on the right side. Curiously, Rarity approached the cave and listened. In the silence of the cave, she heard a small, yet pained moan echo from the depths of the cave.

"Somepony's stuck in there! We have to help them!" Fluttershy gasped as she ran into the cave with Rarity on her tail. They soon arrived at an underground lake, not too far from where they entered, there was another tunnel that had caved-in, and in the pile of rubble was none-other than the leader of the Diamond Dogs himself, half-buried from the waist down

"Oh no, the poor thing!" Fluttershy gasped as she flew towards the unconscious Diamond Dog, who was covered in several cuts and bruises from his earlier brawl with Spike.

"Hmph! Serves him right!" Rarity said, giving the Diamond Dog a sharp glare.

"Rarity!" Fluttershy snapped.

"What?!" Rarity scowled. "Him and his goons tried to capture and enslave us!"

"But that doesn't mean we should just leave him here to die!" Fluttershy countered as she tried to pull him out of the rubble. "Please Rarity, help me!"

"But he..." Rarity tried to argue, but was silenced when she saw the look in Fluttershy's eyes. It was the look she had whenever she found a sick or injured animal. When she had that look, nothing could dissuade her.

"Ugh, fine!" Rarity sighed, as much as she hated to, she levitated several rocks and gems off of the unconscious Diamond Dog before carrying him onto her back. "I swear you're going to be the death of me..." She muttered under her breath, ignoring the small smile Fluttershy sent her as they continued on their way…

* * *

Outside the cave however, an indigo star gently soared over the skies...

'Compassion detected'

...before changing its course and flying down towards the ridge...

* * *

**Author's Note:**

Hope you all liked this chapter! Please feel free to comment and share your thoughts! I'd also like to thank Michael_Ravencroft for helping me tweak the lyrics to NM's song "Courtesy Call"!


	6. Compassion Be With You

Fluttershy and Rarity continued their journey through the mines,carrying the unconscious Diamond Dog on their backs. Throughout the caves they heard roars and the sounds of a battle taking place up above as the cave itself shook.

"Well, whatever Spike encountered up there must certainly be a force to be reckoned with..." The fashionista mumbled to herself.

"It could be one of those demonic ponies..." Fluttershy stuttered as the cave shook.

"In that case, I'm not sure who to root for…" Rarity groaned as they carefully crossed over an underground ravine

"What do you mean? Sh-shouldn't we be rooting for Spike?" Fluttershy exclaimed.

"I know but... whatever he is now worries me." She explained as they made their way across a wide chasm and into a second tunnel on the other side.

"W-we don't have any other way to go… do we?" Fluttershy sighed.

"Sadly no…" The Fashionista stated as she glanced at the still-unconscious Diamond Dog. _'It'd be easier if we didn't have this stupid brute weighing us down…'_ She thought to herself.

* * *

Outside of the mines the fight continued as the full-grown dragon let loose another torrent of flames, furiously attempting to burn his target to ashes.

_**"HOW THE BUCK DID THIS THING GET SO HUGE?!"**_ Three Leaf screamed as she flew around it's gargantuan body, finding multiple blast of dark energy, only for them to harmlessly bounce off his thick hide.

Spike roared in anger as he continued his assault, he then quickly flew upwards before letting out a massive fireball below himself in dive-bombing right into it, causing it to explode into a shower of smaller yet still powerful fireballs that rained down upon his opponent.

_**"Fuck. Me."**_ Three Leaf said as she was bombarded by the fireballs, screaming as she then felt her entire body being blasted to pieces and burnt to cinders until only a piece of her arm and her head remained.

Spike briefly observed the area to make sure no trace remained before he landed, letting loose another torrent of flames as he roared to the night sky victoriously.

...sadly that victory was short-lived as he felt himself being bombarded with several blasts of dark energy from above. As the blasts bounced off his thick scales he turned to see his newest opponents.

Up above him there was a massive black Phoenix, and inside were Roneo and Starlet.

_**"Well. This is certainly new."**_ Starlet smiled as she launched another dark energy blast at Spike again and cackled as it hit it's target.

Spike snorted as the blast hit his shoulder and immediately took to the air once more he let out another menacing roar as the orange glow around him intensified and without a second thought, bolted towards the dark Phoenix at breakneck speed.

Unknown to either of them, their battle up above had some very dire consequences for those unfortunate enough to still be in the mines…

* * *

Back inside the Diamond Dog Mines, Fluttershy and Rarity ran as fast as they could to avoid the falling rocks, their efforts hindered further by the fact that they were still carrying the unconscious Diamond Dog.

"Fluttershy darling, I know you want to help this brutish dog but he's heavy as a giant diamond." Rarity said as she continued to help Fluttershy carry the Dog.

"I couldn't just leave him!" She replied as they continued through the caves. "Even if he was a bit of a bully, that's no reason for us to just let him die!"

Rarity sighed, however as they continued to carry the unconscious dog she felt a few rocks from the ceiling hit her on the head. She looked up and saw that the ceiling was starting to break under the pressure. It became clear that if they didn't find a way out soon they'd all get crushed.

"Look! I think I see a light!" Fluttershy shouted, pointing straight ahead of them. Indeed, just a few feet away was the caves exit, with the moon shining brightly in the sky.

"Hurry, we can still make it..." The normally shy Pegasus happily stated as she rushed towards the exit with her friend… only to immediately drop the dog and push her out of the way of another falling rock. Before she could ask if she was alright, several more rocks and boulders collapsed between them, cutting them off from each other and forcing Rarity to flee to the outside of the cave.

Rarity could only stare in horror as she saw her friend disappear from sight and blocked by the rocks and gravel in front of her.

Fluttershy coughed as she cleared the dust from her lungs, she quickly felt around the dark cave before finding the still-unconscious Diamond Dog not too far from her. "Oh, thank goodness!" She sighed as she struggled to lift him onto her back. "R-Rarity? Rarity are you OK?" She called out nervously.

"Yes I fine, but what about you Fluttershy?" Rarity called out as she tried to look for a way to crack the rock or see if they could be moved.

Fluttershy felt around, following the source of Rarity's voice until she came into contact with a large pile of rocks blocking the path. Grabbing the Diamond Dog, she made her way up the pile, ignoring the sounds of the cave collapsing behind her.

"Rarity! I think I found a way out!" She called out as she reached the top of the pile and started digging, push enough rubble out of the way for her to fit through.

"YES! Alright just stay calm and crawl through!" Rarity shouted with joy. For once there was something good happening on this dark night.

Sadly fate wasn't on their side. Not too far from them Spike was sent crashing into the ground with tremendous force, before he could recover the Dark Phoenix landed on top of him, sending a shockwave through the ground and causing a massive earthquake.

The cave shook as the cave continued to collapse, what little progress Fluttershy had made being rendered pointless by more rocks collapsing in front of her, leaving her barely enough room for one to fit through.

"No, no! I was so close!" She whimpered... before quickly grabbed the Diamond Dog and pulling him close. "Don't worry, I'll get you out of here..." She whispered as she started pushing the Diamond Dog through the hole. "Rarity, the cave is going to collapse in the second! Grab him quickly!" She shouted as another shockwave shook the cave, causing more of it to collapse around her.

"Fluttershy, what in Equestria are you doing?! Forget the mutt, just hurry up and get out of there!" Rarity called out, dumbfounded by the fact that she was risking her own safety for this one Diamond Dog.

Fluttershy groaned as she struggled to push said Diamond Dog towards the hole. "I. WON'T. LET. HIM. DIE!" She shouted as the cave continue to collapse, in a split-second decision the shy mare summoned all the strength she had in her body, shoved him out the hole.

The last thing she saw was Rarity's shocked and horrified expansion as she was buried by the collapsing cavern.

"FLUTTERSHY!"

* * *

Back in Canterlot the battle raged on, Cadence and Twilight took to the skies with several Black Lanterns on their tails.

Twilight groaned in irritation as she tried to blast them repeatedly, however they quickly summoned shield of their own to deflect the blasts back at them. The lavender unicorn quick stopped firing, not wanting to hurt Cadence with her attacks.

However as they lured their enemies away from the Castle, two beams of energy were fired from the gates, striking two of them down. Twilight, seeing her chance, teleported behind the remaining Black Lantern and blasted him into one of the buildings.

As the Black Lantern crashed into the building with a loud _**"GRAH!"**_, Cadence turned her attention to where the blasts came from and smiled upon seeing Shining Armor at the Castle entrance. Right next to him was Applejack, her ring glowing fiercely as she blasted several more undead ponies out of the sky.

"Duck!" AJ yelled to Shining as she blasted a Black Lantern that nearly gutted him. He grinned and returned the favor before casting a bubble shield around the two of them.

As Cadence and Twilight joined the two at the entrance, the Princess of Love couldn't help but notice a small pulse of affection coming from Twilight the moment they got near the orange pony. Said pulse got stronger as she immediately conjured up a clawed gondola and slammed it into another one of the undead ponies that attempted to bum rush AJ's part of the shield.

Deciding that she'd bring it up at another time, she quickly turned her attention to Shining as he held up the shield. She briefly glanced at the shield that was still surrounding the Castle and got an idea. "Shining, I have a plan, but I need you to drop the shield around the castle!"

"Wait you want me to what?!" Shining exclaimed.

"Trust me Shiny and just do it!" Cadence snapped, her tone leaving no room for an argument.

Mentally praying whatever she was planning would work, Shining lowered the shield surrounding the Castle. The Black Lanterns immediately capitalized on this opportunity and dive-bombed towards the Castle and the gathered citizens.

Twilight and AJ were about to bolt towards the descending army only for Cadence to hold them back. "Shining, focus your magic and no matter what happens keep expanding your shield!" She commanded.

"Cadence, what are you _thinking_?!" Twilight snapped as the enemies got closer.

Instead of answering, Cadence did the last thing anyone expected her to do in this situation. She kissed Shining Armor full on the lips while touching her glowing horn to his, causing his shield to steadily grow in size. As the shield continued to grow the two were slowly lifted off the floor engulfed in a glowing aura from the sheer amount of magical energy coursing through them, the power then gathered into them for a moment before exploding outward as a powerful shock wave, forcing the shield to expand quicker than before, to the point where it covered the rest of the Castle in seconds.

The shock wave expanded and hit the Black Lanterns, taking them by surprise the undead Lanterns were flung out of the sky and through any building they happened to be inside or in front of, soon the entire army was flung far and wide away from Canterlot, the shield soon covered the whole city once more.

Twilight and Applejack could only watch with their jaws hanging open as the still-kiss Shining and Cadence floated gently back down to the floor.

"Ah don't... she... and the shield..." Applejack stuttered, trying to find the right words.

"I've heard of the power of love…but I think that's stretching it..." Twilight sighed as the two finally broke the kiss...only for Cadence to faint.

"CADENCE!" Shining shouted as he grabbed her before she hit the ground. He checked her forehead and immediately withdrew his hoof. "She's burning up! I need some water! Does anypony have any water?!"

Twilight looked around and immediately noticed one of the fountains in the garden, not wasting any time she quickly levitated a small stream water out of the fountain in a rectangular shape and slowly placed it over her forehead as they carried her back into the Castle...

* * *

Fluttershy opened her eyes to find herself in an odd space… her body felt like it was floating in a sea of indigo water…

_'Fluttershy of Equestria...'_

"W-Who are you…?" Fluttershy's stuttered. Her eyes widened as the shadow became more visible, it's shape resembled that of a giant octopus. It's tentacles seemed to extend for miles, and it's main body seemed big enough to engulf an entire mountain. "What are you?"

The figure said nothing as it's tentacles began to encase the shy Pegasus' body, forming a sort of makeshift cocoon around her (which worried the Pegasus as she spent enough time around Rainbow and her weird comics to guess where this was going), at the moment she felt the urge to scream, but the moment the tentacles engulfed her body, she felt… calm… at peace… like she had nothing to be afraid of...

**_'You have the ability to feel great Compassion. Welcome to the Indigo Tribe.'_**

* * *

"No, no, no, no, no, no!" Rarity cried out as tried her hardest to levitate the rocks out of her way, but sadly more simply fell in their place. "Please... please no..." She whimpered, tears threatening to fall from her eyes. "Please Fluttershy... not you to... I can't let another die to these... monsters." She whimpered as yet another rock was moved.

_**"Monsters? Now that's not very nice…"**_ A voice called out from behind her. Turning around Rarity froze as she saw Three Leaf floating toward her, the bottom half of her body completely gone. _**"I prefer the term 'Demon'. Seems a lot more appropriate, don'tcha think?"**_ She said with a malicious smirk.

"Y-you… you nag… YOU DID THIS!" Rarity roared as she charged at her and hit her with a rock. The most it did was just make Three Leaf laugh as she readjusted her jaw.

_**"Aw, that's just cute!"**_ She cackled before summoning a claw construct and grabbing Rarity. _**"As much as I'd love to take the credit for getting your friend buried alive, that goes to my comrades over there..."**_ She stated, gesturing to the Dark Phoenix that was relentlessly trying to peck dragon's eyes out.

_**"But don't worry..."**_ She began as she slammed the fashionista into the wall, knocking the wind out of her._**"I'll make sure to turn her after I'm done with you… and your little friend there."**_ She smirked she summoned another claw to pick up the unconscious Diamond Dog.

"S-stay away from the dog you damn, dirty, undead monster!" Rarity screamed as she swung a bigger rock in an attempt to smash the Black Lantern's head off, only for her to casually blast it to pieces.

With sadistic glee, her claw construct began to slowly dig its nails into her chest, earning a scream of pain from her captive.

_**"Welcome to the Black Lantern Corps-"**_

"MIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIINE!" The dragon roared however as he heard Rarity's scream, and with newfound motivation he grabbed the phoenix's beak and began prying it open before ripping it in two. "MINEMINEMINEMINEMINEMINEMINEMINEMINE!"

_**"What the hell is going on?!"**_ Roneo shouted as he and Starlet struggled to keep their construct together.

_**"I don't know, just focus!"**_ Starlet screamed. Sadly for them the moment Spike pried the Phoenix's mouth open he spewed torrent of flames into its body, completely engulfing the two and obliterating the Phoenix from the inside.

"MIIIIINNNNNNEEEEEEEE!" Spike yelled as he charged towards Tree Leaf.

_"With indigo light I take great care,_

_To stop all evil whenever it dare,_

_To those who are gripped with great despair,_

_Compassion shall guide you, for this I swear!"_

The moment those words were spoken, several purple tentacles erupted from the collapsed cave, ensnaring the rampaging dragon in their grasp, the rubble behind Three Leaf parted to reveal a shining indigo bubble with Fluttershy in the center.

Three Leaf could only stare dumbfounded at the behemoth before her thrashing as the tentacles held him in place. Mentally she was weighing her options: The creature clearly was not on her side and she couldn't turn the two captives without drawing attention to herself. She briefly considered fleeing with them and turning them later…

*WHAM*

...only to be interrupted by the feeling of her head being forcefully separated from her body.

Looking up she saw none other than her captive with rock in her magic grasp. Snarling angrily she was about to command her claws to crush them only for another one of the creature's tentacles to wrap around her and the unconscious dog, cutting off her hold on them and shielding them from her wrath.

_**"WHAT THE... ARE YOU SERIOUS?!"**_ Three shouted as she fought off the tentacles some more and managed to slice off a tentacle or two... only for them to grow back. _**"Oh this is total bullshit!"**_

As the light died down Fluttershy revealed herself, her long pink hair was tied into a braid held together by a single triangular blade. Her eyes were covered by a huge visor with a single purple eye, the visor itself having two massive ear-like constructs coming out of its sides that skim past the back of her head. She wore a black body tight jumpsuit that covered her from her neck to her cutie mark, on top of that her shoulders and back were covered with indigo armor, as were her hooves which now donned gauntlets with small, yet sharp, blades attached to them. She held a staff with a glowing orb at the head, and eight disembodied blades floated behind her in a wing-like formation.

_**"No... no this is total... you're the cowardly one aren't you?!"**_ Three Leaf stuttered as she backed away.

Looking up at the undead pony, Fluttershy gave her a chilling glare as the tentacles attacking her pulled back in favor of restraining Spike, who snarled as he thrashed around in their grasp.

Not giving her opponent a chance to retaliate, Fluttershy mentally commanded her swords to fly towards her, each one attempting to stab through one of her limbs.

One sliced off her front and hind right hooves. Another one sliced off her left ones while the third one impaled Tree who was snarling the whole while. Fluttershy betrayed no emotion as she looked at her... and then stamped her foot down on Tree's head.

_"You are only what remains of a pony when it's light has been long since extinguished, you have no place in the realm of the living."_ She stated in the deep yet menacing voice, one that gave Rarity chills.

"Fluttershy... darling, are you... okay?" Rarity asked her carefully. She really didn't want to set the newly empowered Pegasus off by any means necessary.

How are the Pegasus paid the fashionista no mind. But instead removed her hoof from the undead pony's head and proceeded to chant. _"From the realms beyond the stars I call upon the power of compassion to bring judgment upon my enemies."_

As she spoke the eight swords hovered above Tree Leaf, she levitated her staff into the air as the swords circled around it before combining into one massive sword hovering above her opponent.

_**"... I'm seriously considering staying dead this time."**_ Tree Leaf said as the massive sword flew down towards her…

With a sickening *CRUNCH* The sword impaled her, creating a massive crater in the process, burying the undead pony in the ground. With one mental command the massive sword dissipated back into it smaller swords and a staff.

However she wasn't done yet, turning her attention to Spike, who is still in snared by the tentacles, she flew up to him and spoke one word:

**_"Nok"_**

Immediately the tentacles dissipated and started swirling around the dragon's neck arms legs and tail as a mass a light before forming into a launch collar with chains linking them to each other.

The rampaging dragon suddenly went still, his eyes now glowing the same color as the very chains that binded him.

"Fluttershy, what are you doing dear?" Rarity asked, concern in her voice.

_"His soul, it is in pain, tortured, conflicted… I am calming it…"_ She said as the Dragon humbly bowed his head down. She smiled as she gave the Dragon a gentle pat on the nose… only to glare in the direction of what was once her home. _" I can sense them… more are coming… we must leave"_

Fluttershy quickly levitated Rarity and the unconscious Diamond Dog up onto his back as she created a dome-shaped saddle between his wings. What's a single mental command from her Spike took off into the night sky.

However as Rarity looked around, she realize that they were flying in the opposite direction of their destination. "Um, Fluttershy? Canterlot is the other way…"

_"An army of those creatures is coming from Canterlot."_ She explained, not looking back. _"We must avoid them and take an alternative route."_

Rarity glanced back at the city slowly getting further and further away and then back at her friend, she would like to get to civilization and find her sister as soon as possible, she couldn't argue with that logic… not that she could considering Fluttershy was the one with more power here. 'Sweetie Belle, please wait for me… and please be safe.' She thought as she laid down to rest.

However unknown to either of them, there was a brief flash of orange across Spike's eyes, followed by a small orange crack forming along his collar...

* * *

Soon after the battle, Shining, Twilight, &amp; Applejack immediately brought Cadence to the Royal infirmary. While Shining was very eager to stay, several of the Guards forces were still spread thin after the attack, as such he was forced to leave.

Twilight and Applejack waited outside the infirmary as several Royal Guards were rushing through the halls. While Applejack was sitting patiently, Twilight pacing back-and-forth in front of the door nervously.

"Twi relax." Applejack said to the pacing unicorn who looked like she was about ready to explode. "Pacin' around ain't goin' to help anypony at all."

"But what if she's in a coma?" Twilight asked and she continued to pace. "What if she used up all of her magic and it's only a matter of time before the shield collapses? What if some of that dark magic corrupted her and she slowly becoming like Nightmare Moon?! What if she-"

"TWILIGHT!" Applejack shouted as she conjured up a wall in front of Twilight. "RELAX DAMMIT!"

Twilight nearly jumped out of her skin the moment she heard Applejack shout, she turned her attention to the irritated farm pony and sighed. "I...I'm sorry Applejack. It's just..." She said as she sat down next to her. "Cadence is like the big sister I never had, I've known her ever since I was a foal. If anything happens to her..." She trailed off as tears started to form in her eyes.

"Twi she's an Alicorn. Ah highly doubt something like this is goin' to keep her down for long." Applejack said to her as she walked up and put a leg around Twilight. "She'll be fine Ah'm sure of it."

Twilight glanced at the farm pony and blushed a little. "Thanks Applejack… I really needed that…"

Suddenly, Twilight's ring began to glow and Celestia's voice could be heard. _'Twilight, Applejack, I must ask that you not reveal my status just yet...'_

Twilight blinked. "What, why?"

_'At least not until I can find a way to free myself.'_ Celestia explained._'Keep in mind that Nightmare Moon is not aware of my presence or my means of aiding you. However, should she corrupt somepony that knows and find out that I'm able to communicate with you she'll do everything in her power to cut me off from you.'_

Before Twilight could say anything, the door open revealing a dark blue Pegasus with a purple mane stepped out and smiled at the two. "The Princess will be fine, she simply over exerted herself when using that spell, but she's expected her to make a full recovery."

"So she's going to survive?" Twilight asked eagerly. Overly pleased that Cadence was going to survive the aftermath of her and Shining's spell.

The nurse nodded. "She's waiting to see you two, just be sure to be very quiet, she's still resting.

Applejack smiled and patted Twilight on the back. "See? What did Ah tell ya?"

"Y-yeah... I'm sorry I overreacted a bit." Twilight told Applejack as the two walked back to the room. When they reached her room they found she was lying down on a bed resting very well all things considered. She smiled when she saw the two enter the room.

Twilight's face lit up with joy as she ran towards her old foalsitter...but immediately stopped herself. 'No, there's a crisis going on. No time for that.' She thought to herself as she straightened herself up and bowed to her respectfully... only to be enveloped in her aura and pulled into a bone-crushing hug.

"Oh Twily! My little Twily, I'm so happy you're safe!" The Princess said through pained sobs.

"Cadence... crushing... me!" Twilight gasped between brief lapses where she could get some air. "Please... be... gentle?" She asked of her and Cadence lightened up on the hug.

"Sorry..." She giggled as she embraced her. "After everything that happened with that vile Alicorn's invasion I was just so worried..." The Princess stated before glancing at Applejack. "I'm sorry, we fought alongside each other, but we've yet to be formally introduced..."

"Right. Pardon mah rudeness. Name's Applejack." The farm pony told Cadence. She then stuck a hoof out to shake hers which she took. "It's an honor ta meet ya yer highness."

Cadence gave her a warm smile and shook her hoof. "I am Princess Mi Amore Cadenza, but you may call me Cadence, and I must say, the pleasure is all mine." She said before turning to the lavender unicorn, giving her a coy. "It's very nice to see you've come out of your shell Twilight. I was afraid you'd be too stubborn too make friends…"

Twilight in response blushed and quickly avoided her gaze. "W-well, I wouldn't go as far as to say-"

Before she could continue, one of the Royal Guards burst into the room. "Your Highness, the council has just called an emergency meeting!" He explained with bow. "We need you at the chambers immediately!"

"Looks like this talk will have to be put on hold Twilight." Cadence said as she tried sitting up but groaned as she felt the pain in her chest.

"Cadence don't, you don't need to get out of bed." Twilight said as she encased her in a yellow bubble. "You've done more for me then I care to count... consider this part of my repayment."

"Thank you Twilight." Cadence smiled at the lavender unicorn she saw as a sister as they made their way out of the infirmary and towards the Council Chambers...

* * *

Meanwhile in Manehatten, Lyra held her marefriend as she cried into her shoulder. "Hey, hey. It's okay Bon. I'm here for you."

"No it's not!" She shouted as she weeped. "We've been searching since we got here and we haven't found her, not even the foal shelters around the city have seen her!"

"That doesn't mean she's one of those... things." Lyra said as she tried comforting her. But how do you comfort a grieving sister who just lost her younger sibling?

"We don't know that... all we know is that she's nowhere in this city..." She retorted as she wiped her eyes. "...I'm supposed to look out for her, keep her safe… and I left her behind, what kind of a sister am I?!"

"It's not your fault Bon Bon. We honestly thought she got on board before we left. Remember? It's not your fault. Besides I bet wherever she is? She's safe." Lyra assured her.

Bon Bon looked up at her marefriend with tear-stained eyes and puffy cheeks. "D-do you really think-" The trains loud whistle caught her attention, she quickly turned towards the train station and galloped towards it like her life depended on it. "That's the train! Maybe she made it! Maybe she's there right now waiting for me!" She screamed in desperation as she burst through the doors, pushing aside any pony that got in her way.

Sadly as she looked through the crowd, despite spotting several familiar faces she failed to see her little sister anywhere. "But... b-but she..." Bon Bon just dissolved into more tears then she did before. Lyra walked up and hugged her again.

"I'm sorry Bonnie."

Not too far away from the couple, the Sparkle and Apple families alongside Pinkie Pie and Sweetie Belle made their way off the train out of the station.

"Now I know y'all are worried 'bout Twi, but we saw her with that ring. She's strong enough to handle herself, and our sister is with her..." Applebloom try to explain to the Sparkles, who were currently worried sick, having spent the entire trip explaining exactly what had happened up until they arrived in Canterlot.

"We know Applebloom but that doesn't mean we can't be worried about her." Night Light told her.

"Well in a way she's doing the same thing as her brother, protecting Equestria." Sweetie Belle added.

"It's not like with Shining Armor! He's a different story, he was TRAINED for this sort of thing! Twilight has never shown any interest in combat or becoming a warrior! Heck it took Celestia a while to convince her to learn more combat-centric magic just in case!" Velvet said as she tried her best not to hyperventilate.

"She seemed to have a good grasp on fighting with that ring though." Bloom pointed out. "Her and mah sis were really kicking flank out there!"

Velvet gave the farm pony a stern look. "_Language_, young filly!"

Babs tried her best not to roll her eyes. "Oh like that's the WORST swear word she could use..." She mumbled.

"What was that?" Velvet asked as she turned to Babs. The young city filly considered saying something smart...but then she saw the look in Velvet's eyes and decided it better if she didn't say anything.

"If ah may…" Big Mac said, trying to change the subject. "We should probably get tah Aunt &amp; Uncle Orange's place, Celestia knows they must be worried sick 'bout yah." He explained, turning his attention to Babs. He then looked at the Sparkle family. "And ah' sure they'd be more than happy tah let y'all stay too."

"... thank you." Night Light said as the group walked onwards. All the while Pinkie remained completely silent...

* * *

Cadence sighed as Twilight and Applejack escorted her into the room. At the round table were several Nobelponies, four unicorns and two pegasi, and one Earth pony, each one bickering with one another over what the best course of action is.

"We need to launch a counterattack!" A Pegasus Stallion stated. "That invasion caught us off guard and we need to strike while they're regrouping!"

"Typical for a Pegasus, always quick to jump into a fight." The unicorn mare retorted, earning her a glare from the stallion. "If you haven't noticed, their repeated attacks on other cities is spreading our forces thin, we can't afford to launch another attack!"

"If you will all notice now however, Princess Cadence has arrived to the meeting." The Earth Pony said. They all turned to her and noticed she was in a yellow bubble.

"What is THIS all about?!" The Pegasus exclaimed.

Desperate to avoid an uproar, Cadence used her remaining magic to teleport out of the bubble and into the seat normally reserved for Celestia. "I promise you all, everything will be explained as soon as the final member of the council arrives."

Twilight sighed, this was going to be a LONG meeting…

* * *

"The Rainbow Factory, seriously Dash?" Gilda chortled as they entered the abandoned factory.

"What? It's one of the few places where we can stay low… plus the hate is just ROLLING off this place." Rainbow said as she took a deep breathe and took in the anger that many ponies left behind before it was abandoned.

"Yeah… but it seems someone else is acting a little scared… aren't you little filly?" Gilda smirked at Scootaloo, whose body was shaking violently as though he was cold.

"What are you shivering about?" Rainbow asked.

Scootaloo gulped as she looked around the abandoned factory. "I'm just not so sure about staying here, I've heard some...less than positive rumors about this place..."

Rainbow Dash rolled her eyes. "You don't mean that whole 'turning flightless foals into rainbows' story, do you?"

Scootaloo hesitantly nodded, causing Gilda to snicker a little while Rainbow Dash simply smacked her forehead, thankfully avoiding impaling her own head with her clawed hoof. "Seriously?! That's just some stupid horror story that some jerk thought up! What was her name again?"

"Dawns Aura I think, she got fired from this place a while back..." Gilda pondered as they continued through the empty halls.

"So what now?" Scootaloo asked. "We just wait for them to come back and beat them again?"

"What? No that'd just be stupid…" Gilda said as flexed her claws. "...beating them implies we're gonna let them live."

"Are they even alive to begin with?" Scootaloo asked. "I mean, I remember seeing them getting their hearts ripped out before they… changed..." She finished with a shudder, that scene was going haunt her nightmares for months.

"Either way? Next time they come here we burn them until there's nothing left but sweat, tears, and broken dreams."

* * *

Back in the Castle Ruins of Everfree Forest, Nightmare Moon paced about her throne room, glaring at the three orbs on the ground before her while lamenting over her latest defeat. _**'I just don't understand it, I had corrupted them with a combination of my magic and the dark magic from my ring as well, how in Equestria where they able to resist me?! And in the middle of battle no less!'**_

Nightmare Moon was brought out of her thoughts by Gladstone as he entered the throne room. _**"My Queen, I regret to inform you that I was unable to sneak into the castle before the entire shield was put back up."**_ He explained with a respectful bow. _**"All of our forces were expelled from the city when the Princess used her spell to enhance the shield."**_

Nightmare Moon snarled upon hearing what the Princess had done. To her she was nothing but an upstart masquerading as Royalty, completely unfit to rule Equestria. She made a mental note to herself that after she took the throne that foolish foal wouldn't have the privilege of being converted to a Black Lantern. No, she would die _slowly and painfully_ for her embarrassment…

* * *

**Author's Note:**

For those of you who couldn't tell, Fluttershy's armor is based off of Nu -No.13- from BlazeBlue. I'll try to have the next chapter up sooner, but in the meantime enjoy and don't forget to support the Tropes Page whenever you can!


	7. Calm before the Storm

Blueblood growled in anger as he stormed through the halls, this was the biggest insult to his Royal bloodline he'd ever felt in his life! Equestria was in peril, his Aunt had gone missing, and instead of him they were giving leadership to that pathetic upstart of a Princess! Even worse, she wasn't even directly related to Celestia! She was merely a commoner the Princess took pity on!

He took a deep breath, regaining his composure. It wouldn't do any good to lose his temper while on the council, he had to stay calm and collected and focus on the crisis at hoof.

That thought did little to calm him as he entered the council meeting room he found the source of his anger sitting on the throne that his Aunt had once occupied, the nerve of her, it should be him on that throne!

"Ah, Blueblood. We're glad you could make it." Cadence said. Blueblood smile and nodded but inside he was puking. This nag dared call him only by his name. He had a title! Prince!

"Apologies… _Princess_, I was just overseeing the extent of the damage done to our-" He stopped for moment and shifted his attention to the two new ponies not too far from her throne, while recognized the young unicorn as his Aunt's personal student (though she could've done better in his opinion), the second one in his eyes was just some random country hik. "...Kingdom. Excuse me but last I checked, we don't allow _commoners_ to participate in our council meetings." He exclaimed, giving her a dismissive glare.

"That's one of the ponies who defended our Kingdom, Blueblood." Cadence said with a tone of finality. "She has as much a place here as you do."

"Which brings us to the current subject at hand, that being: why do these two wield the very weapons of our enemy?" The unicorn mare asked, her tone less accusing and more cautious.

"The rings chose us." Twilight stated simply as she held up the ring. "We didn't really have a choice in the matter. The rings aren't just weapons that can be taken or used by others at a whim. You need to earn them."

"And where exactly did you get them?!" The Pegasus retorted. "As far as we know, those thing could be ticking time bombs set up by the enemy!"

"For once I agree with him." The Unicorn Stallion spoke up. "We can't exactly put blind faith into two mares wielding the powers of the ones that just invaded…"

"And if that's the case we will deal with it when the time comes. The current issue are the countless undead who just attacked and killed many of our citizens." Cadence said with an irritated groan. "Besides Twilight saved both of your lives today."

"Wait, undead?!" Another council Mare spoke up. "That shouldn't be be possible!"

Applejack's eye twitched. "Did y'all not see the zombie ponies attacking us?!"

"Forgive my poor phrasing, what I meant was it shouldn't be possible since any and all spells dealing with necromancy were destroyed years ago!" She explained, visibly sweating. "Princess Celestia saw to it herself! Isn't that right, Professor Inkwell?"

"Yes she did. However this doesn't seem to be the work of any Equestrian magic... this seems to be older... much more dangerous things then we can understand." Inkwell said as she spoke with a raspy voice.

"Well then, I think the solution is simple." Blueblood spoke up, getting everyone's attention. "We just fight fire with fire, you two have the same weapons they do, just resurrect our fallen warriors." He ordered, as if commanding a servant to fetch his next meal.

Twilight glared at him as she floated up and started going over to him before grabbing his mane. "Now. Listen and listen fucking good. We cannot bring back the dead. The best we can do is stop bleeding or try and keep a limb from being severed. We're not like those monsters out there. They're similar but different. Like how you and I are unicorns but right now I'm thinking rationally while you think you're the fucking king of the world. News flash? You're not. You're a cry baby whose whole thing revolves around you having servants bow to your every whim. Tell me... am I far off the marker?"

"Y-you… how dare you!" Blueblood growled in rage. "I am a Prince and I am entitled to the respect I deserve you little ingrate!"

"Twilight, calm down!" Cadence called out. "While I don't approve of Bluebloods attitude, losing your temper will yield any positive results!"

"Oh this isn't me losing my temper. This is me making sure this little self-absorbed jackass doesn't just get to walk all over me." Twilight said calmly but she was barely hiding her anger. But she conceded and let the Prince go.

"As amusing as it is to see a certain spoiled brat get told off…" The Earthpony stallion smirked, ignoring the glare the Prince sent his way. "I cannot ignore the fact that we have only just delayed the enemy's assault. Considering the fact that they can simply resurrect their fallen warriors, giving them an endless supply of soldiers to throw at us. A luxury we ourselves do not have." He then turned his attention to the two ring bearers. "I don't suppose you know of any way to create more of those rings?"

"Not really sir." Twilight said with a sigh. "We were just so focused on repelling the invasion that we couldn't really worry about what the rings could do."

"Too bad there aren't any others out there… it would be nice to have an army of ponies wielding such power…" The Pegasus stallion sighed, right before noticing the two ponies flinch. "Something you're not telling us?"

"There's... a red one. A Pegasus that is driven by a blood rage and seems to REALLY hate the enemy... though she seems to think that I'm a spy for them." Twilight said with a groan... and then AJ stepped forward.

"Her name's Rainbow Dash and what happened? Was that them zombies attacked our town and she likely fought them off until that ring found her... she always did have a short temper... not exactly the brightest either." She admitted.

"Pfft, short tempered Pegasus, big surprise." Blueblood scarfed.

"Watch it you-!"

"And where do you think she might be now?" The Earthpony interrupted before another argument could start. "If there's somepony out there who can use such power then it would be in our best interest to try and bring her to our side."

"Yeah remember when I said she thought I was the enemy? Yeah that means she HATES me. Like tried to MURDER me hates me." Twilight said with an irritated look. "She's REALLY not going to just team up if we ask politely."

Before anyone else could speak, the council room doors were pushed open as a Royal Guard ran inside. "Princess! We just received word that Cloudsdale has been completely devastated!"

"WHAT?!" Cadence shouted as she and the others faced the guard. "W-when did this happen?!"

"Around the same time Ponyville was invaded." A new voice stated. The group looked behind the guard to see Wonderbolts Soarin and Spitfire enter the room. "We evacuated everyone as fast as we could... though we ended up getting some unexpected assistance…"

"Two Ponies and a Griffon wielding some sort of magic ring!" Spitfire explained. "It was unbelievable! She tore through those creatures like butter!"

"And one heck of a temper to go with that power. Soarin said. "They used their power to obliterate most of those creatures along with half of the city!"

Everyone just stared at the two before turning to Twilight.

"...well like I said they hate the zombies more than us I guess." Twilight said. REALLY trying hard not to admit she... might've been somewhat wrong on this front.

* * *

_'You see anything out there Gilda?'_ Rainbow asked her from the red ring on her claw. Gilda snarled as she passed by Cirrus Street and no Black Lanterns in sight... and thankfully no one that was left behind.

"Nah. Nothing but ruins and loser Lanterns who couldn't take the hint and leave." She responded with a sadistic grin.

_'Just make sure you keep your eyes peeled, we can't afford to miss any of those abominations.'_ Rainbow Dash said. _'After you're done in that part of the city, be to check on Scootaloo.'_

"Sure thing Dash." Gilda said. She never understood why Dash chose Scootaloo to be one of her heavy hitters but she wasn't about to disagree with her. Dash saved her life and they were best friends... no way in Tartarus was she going to abandon her.

An explosion on the other side of the city immediately got her attention, from what she could tell it came from the abandoned stadium...

* * *

Cheerilee wiped some tears from her eyes as she trudged through the caves of the Smoky Mountains. Behind her were the young colts and fillies of her class that she'd managed to help flee Ponyville...

...all except three, Applebloom and Sweetie Belle were with their sisters when the invasion began, she prayed they made it out ok... and the last one was Scootaloo...

"Miss Cheerilee?" One of the students piped up. Cheerilee quickly dried her eyes as she turned to them. "Are we... are we almost safe?"

Cheerilee glanced back at Twist and put on her best reassuring smile. "D-Don't worry Twist, those monsters won't catch up to us now. The Smoky Mountain caves are known for being very hard to navigate without knowledge of their layouts." She explained as they made their way through a large cavern, at the top was an opening that gave them a clear view of the night sky. "Ok, we're at the halfway point, we'll rest here for now."

They soon all gathered around and began staying next to each other to try and keep warm. Cheerilee smiled at them all and slowly felt tears coming to her face.

"Cheerilee... I-I know you're upset-no, _devastated_ about what happened to Scootaloo..." Diamond Tiara began, wiping away her own tears. "But... but if it weren't for her, Silver and I wouldn't even be here. She... she told us to run while she the lured the monsters away... she told us not to turn back no matter what..."

Diamond eventually broke down herself as Silver pulled her into a calming embrace. "She saved our lives Cheerilee..."

"I... I understand." Cheerilee said trying to keep a strong composure. "Then we'll keep moving forward after we recuperate... n-now go rest with the others."

The two foals nodded as made their way to the rest of the group, as the two passed some of the resting foals they slipped behind a large row of rocks and made sure nopony could see them.

"Ok, I-I think she bought it..." Diamond whispered.

"Yeah... bought it." Silver said as she gulped. "I was seriously about to break character right then."

"You did great Spoony." Diamond smiled reassuringly, giving her gentle peck on the cheek…. only to notice her uncertain look. "What's wrong?"

"I... I dunno D. I mean we let a filly die... and she was trying to actually help us. We just let her die." Silver said with panicky eyes.

"Spoony... do NOT back out on me now. You were more than willing to go through with this when I brought it up." She whispered fiercely. "It was either her or us, w-we need to look out for ourselves if we're gonna make it."

"I know but I... I looked back when they came after her... D they really... t-they looked ready to tear her apart." Silver said quietly and with fear.

"That was the plan, what did you THINK they were gonna do?!" She whispered back, though her voice carried less authority than before. "For bucks sake, you hit her with a rock, and now you're getting cold hooves?!"

"It's not that, it's just… nevermind I... I know." Silver said nervously. "I'm just going to head back to the group and... get some rest."

Diamond sighed as she watched her friend walk off. _'She doesn't get it, we're the only ones who should survive, it's just like mom taught me, "only the strongest make it to the top"...'_ She thought as she glanced back at Cheerilee, who was watching over the resting Twist, trying her best not to cry.

For a split second, she saw Scootaloo in Twist's place, battered, bruised as bleeding. She quickly shook her head and looked away. _'Sh-she'll see... we'll make it by ourselves... then she'll see...'_

* * *

"And here I thought I was in trouble when you four ambushed me..." Scootaloo scoffed as she blasted away another Black Lantern through a wall.

The last two Black Lanterns that attacked her were actually cowering from her. Normally this would be the other way around but this one... this one felt... different... more horrifying.

"Oh and be sure to give your friends my regards... in the afterlife!" Scootaloo shouted as she blasted the two with a red beam.

The two barely had time to scream before they were completely incinerated. However for a brief moment in Scootaloo's eyes, she could've sworn she saw Diamond Tiara and Silver Spoon in their place. She allowed a smile to spread across her face as their remains were burned away to nothing.

"Well, well, well, and here I thought you were in trouble, Little Scarlet." Gilda snarled as she flew down from above.

"Oh and the turkey knight returns." Scootaloo smirked as she turned to Gilda. "You know I told Rainbow I didn't need no damn foalsitter. If anything I should be watching YOU and making sure you're safe." She said to her face.

"Pfft, YOU? You're a foal! I've got more combat experience and might I add, more power in my pinky claw than you do in your tiny little body, twerp!" Gilda scoffed, finding the way this foal was trying to act tough amusing.

...she was like a filly version of Rainbow Dash.

_'Maybe that's why she gave her the ring...'_

"Oh yeah? Well your name is dumb!" Scootaloo said with a smile on her face. Gilda just looked at her... before bringing out her blades.

"YOU GET A NINE SECOND HEAD START KID." Gilda snarled.

Large metallic wings immediately burst out of Scootaloo's back as several swords appeared around her. "FINE, I ONLY NEED EIGHT TO KICK YOUR ASS!" She fired back.

_'AND I ONLY NEED ONE TO KICK __**BOTH**__ OF YOUR ASSES!'_ Rainbow shouted out of their rings. _'SERIOUSLY CAN EITHER OF YOU NOT GET INTO A FIGHT FOR TEN FUCKING SECONDS?!'_

"...sorry." The two mumbled in embarrassment, avoiding eye contact with one another.

_'Good. Now get back here. I don't want you two getting ambushed because of your squabbling.'_ Rainbow stated as she cut communication.

The two nodded and quickly took to the air and flew back towards the weather factory. As they flew however, Scootaloo noticed something out of the corner of her eye and turned left, after a few seconds she landed atop on of the cloud buildings, shock written all over her face. "Uh, Gilda? Totally random question; Is there a way to tame a dragon?"

"What? No what kind of stupid question... is... okay THAT'S cheating." She said as she saw a indigo light atop a dragon with a strange orange outfit that was flying towards Canterlot.

"So... we gonna go after that or...?" She asked, unsure whether or not it would be wise to pursue a being capable of such a feat.

"Hah. You're funny." Gilda said with a nervous tone. "How about we DON'T try that and go back to Dash and find somewhere LESS dragon infested. Think that can work for you smart ass?"

"Watch it, turkey." Scootaloo remarked. "Just 'cause I'm young doesn't mean-why is it turning around?" She blinked, having noticed the dragon now turning away from Canterlot and headed past Ponyville... and straight towards Cloudsdale.

"...OH YOU HAVE TO BE KIDDING-KID WE GOTTA MOVE!" Gilda shouted as she and Scootaloo took off towards the rainbow factory. "DASH! DASH WE GOT A BIG SITUATION COMING OUR WAY!"

_'What? Did another Black Lantern sneak into the city?'_ Dash asked nonchalantly. _'Y'see, this is what happens when you two don't stop arguing-'_

"WE GOT A FUCKING DRAGON COM-OOF!" Gilda shouted as she and Scootaloo crashed into her and sent them both tumbling through the factory walls and right into the executive office where Dash was waiting. Dash groaned as she got up and glared at them both... but then saw the dragon through the hole as it let out a fearsome roar as the chains bonding it slowly began to crack.

Scootaloo gulped. "We're fucked."

* * *

"Well that's just great!" One of the Unicorns groaned. "This demonic beast is attacking major cities left and right, they're only three ponies in a Equestria that can stand up to her, and the one pony who could possibly make more Warriors to kill those things is more than likely to try and kill us!"

"Yeah and you whinin' about everythin' isn't gonna help anyone." Applejack growled. "So how about ya go back out and help anyone else who's injured alright?"

The unicorn glared at Applejack. "Watch it, farmpony."

"If we could get back on topic for a minute." The Earthpony interjected. "We still need to focus on setting up more defenses for the cities that she hasn't been able to attack just yet. We have already gotten word that the citizens that were evacuated been relocated to either Manehattan or Vanhoover."

"Y'all need ta get to the other small towns as well." Applejack said. Twilight then stepped up again.

"She's right. We might have a big number of ponies in the cities but the towns are where she gets her main forces from. She goes in and starts going through the graves and likely even the townsfolk she kills."

"We would need some time to amass our forces. As I stated before, that recent attack spread our forces thin..." The Unicorn Mare explained.

"Not to mention the fact that we need to return to the Academy." Spitfire said as she stepped in. "We made our way to Canterlot immediately after we escaped Cloudsdale."

"Alright. Applejack you head out and help the Wonderbolts set up the Academy." At that Applejack nodded as she encased both pegasi in a green aura.

"Y'all might wanna get ready." Applejack said as the two looked surprised and confused as to what happened.

"Applejack…" Twilight called out just before she flew off, getting her attention. "Just… be careful."

The farmpony stared at her for a moment before nodding and taking off.

Cadence could only smile as she felt that pulse again before Twilight turned to face her. "Princess, what about me? There's gotta be something I can do..."

"Well we will need shields of equal strength for Manehattan and Vanhoover, and Commander Shining Armor needs to remain here and maintain our own barrier." The Pegasus mare stated. "Princess Cadence might I suggest we have her accompany the Royal Guards and cast another one in the cities as well?"

"Alright." Cadence said. "Guards prepare for departure." The guards nodded as Cadence turned to them. "For now this meeting is adjourned. I'll see all of you at a later date." And so the council, aside from Ink, went their separate ways. However just as Twilight was about to leave. "Twilight may I speak to you in confidence?"

Twilight accompanied Cadence and Inkwell to the throne room, a small part of her felt uneasy seeing somepony other than Princess Celestia on the throne, but she was thankful it was a pony she'd trust with her life. "Is there something wrong Princess?"

However right then and there Cadence hugged her before starting to look over her methodically. "Are you okay? Are you hurt? Injured? Oh by my Aunt I hope you're not too injured."

Inkwell couldn't help but giggle at the display. "As much as she appreciates your concern, I think you should let her go now, I'm pretty sure she's having a hard time breathing."

Inkwell couldn't help but giggle at the display. "As much as she appreciates your concern, I think you should let her go now, I'm pretty sure she's having a hard time breathing."

"Oh... of course." Cadence said as she let her go. Twilight gasped for air as she regained her composure soon after.

"Thanks for that…" Twilight gasped. "Listen Cadence, I know you're worried about me going back out there so soon... but I think there might be a small chance I have another ring leading out there…"

"How could you know that?" Cadence asked with a worried tone. "I understand you can fight back but you just recently graduated from your classes. The earth pony mare was more grown and mature... you only recently left the city and barely managed to fight back against those things."

"Are you sure? What if your ring is the only one left out there? I don't want to send you out on a false pretense." Cadence asked with a worried tone. "I mean I understand you can fight back but you just recently graduated from your classes. That earth pony mare was more grown and mature... and you've only recently left the city and barely managed to fight back against those things."

"I understand your concern, but the ring... it felt a pulse of some sort..." She explained. "I don't know how, but it feels like it was guiding me to it... and if don't find it, chances are Nightmare will get to it first! Or Rainbow will find it and turn them against me!"

"I-I understand." Cadence sighed. "Well... on your way out, just remember to try and stay safe."

"I will Cadence." Twilight nodded and flew out the door, leaving the Princess alone with Inkwell.

"She may be young, but that ring wouldn't have chosen her if she wasn't meant to fight..." Ink stated, giving the Princess a knowing look. "You saw the way she fought during the invasion..."

"I know... and I know she'll make a good guardian." Cadence said with a smile as she saw the yellow light vanish.

* * *

Meanwhile in the castle gardens, another equine of Royal blood was not in such high spirits...

Prince Blueblood scoffed as he watched a green streak fly across the sky accompanied by two Wonderbolts, soon followed by a yellow streak and two Royal Guards.

"Despicable little _low lives_." He growled to himself. "They dared to try and upstage ME?! Well... soon that'll be remedied... yes... VERY soon."

As he stormed towards the garden maze, a mare wearing a tightly fit dark purple bodysuit with yellow goggles slowly emerged from the entrance, looking around to make sure they were alone. "I apologize for the wait, my Prince." She bowed respectfully. "I encountered a minor… obstacle when retrieving what you requested…"

"And what obstacle could possibly stand in your way? You told me you could retrieve it with ease." He said with a snarl.

The mare scowled. "It's not exactly easy maneuvering through the city during an invasion, mind you!" She snapped as she pulled out a small box, opening it to reveal the object the Prince had sought.

Blueblood's eyes widened as he levitated the object towards himself. "You have done well Rough Diamond..." He said with an eerie smirk while inspecting the object. "...very well indeed..." He chuckled sinisterly as the object glistened in the moonlight...

* * *

**Author's Note:**

Okay, this was mainly meant to be a sort of break in the action for a few of our heroes, I promise the next chapter will be back with action-packed awesomeness!


End file.
